Edgar Filing: Diouane Marc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Diouane Marc

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2010

3. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [PMTC]

(Last)

(First)

(Middle)

140 KENDRICK STREET

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP Global Services

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

(Street)

NEEDHAM,Â MAÂ 02494

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,857 ⁽⁷⁾	$ 0 ⁽²⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock	22,893 ⁽⁷⁾	$ 0 ⁽²⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	32,894 ⁽⁷⁾	$ 0 ⁽²⁾	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	4,484 ⁽⁷⁾	$ 0 ⁽²⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽⁶⁾	11/15/2011	Common Stock	4,000 ⁽⁷⁾	$ 20.75	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Diouane Marc 140 KENDRICK STREET NEEDHAM,Â MAÂ 02494	Â	Â	Â EVP Global Services	Â

Signatures

Catherine Gorecki by power of attorney filed 10/6/2010		10/06/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted stock units granted on November 7, 2007 that will vest on November 15, 2010.
(2)	Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.
(3)	Restricted stock units granted on May 13, 2009 that will vest as to 11,447 RSUs on November 15, 2010 and 11,446 RSUs on November 15, 2011.
(4)	Restricted stock units granted on November 3, 2009 that will vest as to 10,965 RSUs on November 15, 2010, 10,965 RSUs on November 15, 2011, and 10,964 RSUs on November 15, 2012.
(5)	Restricted stock units granted on November 7, 2007 that will vest as to 4,484 RSUs on November 15, 2010.
(6)	Employee stock option granted 5/30/2002 that vested in four equal annual installments of 1,000 shares each on November 15, 2002, 2003, 2004 and 2005. The option is exercisable in full.
(7)	This amount represents the total number of derivative securities beneficially owned of the class shown.

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