Mitford Kathleen Form 4 PTC / Kathleen Mitford ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mitford Kathleen

(Last) (First) (Middle)

121 SEAPORT BOULEVARD

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PTC INC. [ PTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Strategy

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/24/2020		A		755		(2)	(2)	Common Stock	755	$0.00	755(3)	D
Restricted Stock Unit	(1)	09/24/2020		A		1,785		(4)	(4)	Common Stock	1,785	$0.00	1,785(3)	D
Restricted Stock Unit	(1)	09/24/2020		A		1,362		(5)	(5)	Common Stock	1,362	$0.00	1,362(3)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.

2. Performance-based RSUs granted on November 15, 2017 that could be earned for the FY20 performance period. 58% of the RSUs eligible to be earned for FY20 are now eligible to vest on November 15, 2020.

3. This amount represents the total number of derivative securities beneficially owned of the class shown.

4. Performance-based RSUs granted on November 14, 2018 that could be earned for the FY20 performance period. 50% of the RSUs eligible to be earned for FY20 are now eligible to vest on November 15, 2020.

5. Performance-based RSUs granted on November 21, 2019 and February 11, 2020 that could be earned for the FY20 performance period. 62.5% of the RSUs eligible to be earned for FY20 are now eligible to vest on November 15, 2020.

	/s/Catherine Gorecki by power of attorney filed 3/9/2018	09/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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