Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
HEPPELMANN JAMES E
   2. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [PMTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
140 KENDRICK STREET		 3. Date of Earliest Transaction (Month/Day/Year)
11/15/2011
(Street)

NEEDHAM, MA 02494		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 11/15/2011   M   182,077 A $ 0 (1) 400,640 D  
Common Stock 11/15/2011   F   76,019 (2) D $ 21.27 324,621 D  
Common Stock 11/16/2011   S   17,113 (3) D $ 21.1824 (4) 307,508 D  

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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 Underlying Securities
(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 of Derivative Security: 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 Units (1) 11/15/2011   M     63,775   (5)   (5) Common Stock 63,775 $ 0 0 (10) D  
Restricted Stock Units (1) 11/15/2011   M     32,895   (6)   (6) Common Stock 32,895 $ 0 32,894 (10) D  
Restricted Stock Units (1) 11/15/2011   M     32,895   (7)   (7) Common Stock 32,895 $ 0 32,894 (10) D  
Restricted Stock Units (1) 11/15/2011   M     26,256   (8)   (8) Common Stock 26,256 $ 0 52,511 (10) D  
Restricted Stock Units (1) 11/05/2011   M     26,256   (9)   (9) Common Stock 26,256 $ 0 52,511 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEPPELMANN JAMES E
140 KENDRICK STREET
NEEDHAM, MA 02494		   X     President and CEO  

Signatures

 Catherine Gorecki by power of attorney filed 11/2/2007   11/17/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each restricted stock unit represents a contingent right to receive one share of Parametric Technology Corporation common stock.
(2) Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 182,077 shares of the Reporting Person's restricted stock unit awards on November 15, 2011.
(3) Shares sold pursuant to a pre-established Rule 10b5-1(c ) trading plan.
(4) This transaction was executed in multiple trades at prices ranging from $20.75 to $21.49. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5) Time-based restricted stock units that vested as to 63,776 RSUs on November 15, 2009 and 63,775 RSUs on November 15, 2010 and 63,775 RSUs on November 15, 2011.
(6) Time-based restricted stock units that vested as to 32,895 RSUs on November 15, 2010 and 32,895 RSUs on November 15, 2011 and will vest as to 32,894 RSUs on November 15, 2012.
(7) Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 32,895 RSUs on November 15, 2010 and 32,895 RSUs on November 15, 2011 and will vest as to 32,894 RSUs on November 15, 2012.
(8) Performance-based restricted stock units subject to subsequent time-based restrictions that vested as to 26,256 RSUs on November 15, 2011 and will vest as to 26,256 RSUs on November 15, 2012 and 26,255 RSUs on November 15, 2013.
(9) Time-based restricted stock units that vested as to 26,256 RSUs on November 15, 2011 and will vest as to 26,256 RSUs on November 15, 2012 and 26,255 RSUs on November 15, 2013.
(10) This amount represents the total number of derivative securities beneficially owned of the class shown.

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