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

1. Name and Address of Reporting Person *

HEPPELMANN JAMES E 		2. Issuer Name and Ticker or Trading Symbol

PTC INC. [ PTC ] 		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 (MM/DD/YYYY)

11/15/2017
(Street)

NEEDHAM, MA 02494
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/15/2017     M    238927   A $0   799949   D    
Common Stock   11/15/2017     F    112420   (1) D $63.92   687529   D    
Common Stock   11/16/2017     S    10700   (2) D $64.3567   (3) 676829   D    
Common Stock   11/16/2017     S    14300   (2) D $64.7466   (4) 662529   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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     (5) 11/15/2017     M         21355      (6)   (6) Common Stock   21355   $0   0   (14) D    
Restricted Stock Units     (5) 11/15/2017     A      49759         (7)   (7) Common Stock   49759   $0   49759   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         49759      (7)   (7) Common Stock   49759   $0   0   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         26502      (8)   (8) Common Stock   26502   $0   26502   (14) D    
Restricted Stock Units     (5) 11/15/2017     A      48845         (9)   (9) Common Stock   48845   $0   48845   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         48845      (9)   (9) Common Stock   48845   $0   0   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         26349      (10)   (10) Common Stock   26349   $0   52698   (14) D    
Restricted Stock Units     (5) 11/15/2017     A      77781         (11)   (11) Common Stock   77781   $0   77781   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         25927      (11)   (11) Common Stock   25927   $0   51854   (14) D    
Restricted Stock Units     (5) 11/15/2017     A      40190         (12)   (12) Common Stock   40190   $0   40190   (14) D    
Restricted Stock Units     (5) 11/15/2017     M         40190      (12)   (12) Common Stock   40190   $0   0   (14) D    
Restricted Stock Units     (5) 11/15/2017     A      64142         (13)   (13) Common Stock   64142   $0   64142   (14) D    

Explanation of Responses:
(1)  Tendered to Issuer to satisfy tax withholding obligations of Reporting Person incurred in connection with the vesting of 238,927 shares of the Reporting Person's restricted stock unit awards on November 15, 2017.
(2)  Shares sold pursuant to a pre-established 10b5-1(c ) trading plan.
(3)  This transaction was executed in multiple trades at prices ranging from $63.56 to $64.545. 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.
(4)  This transaction was executed in multiple trades at prices ranging from $64.56 to $64.915. 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)  Each restricted stock unit represents a contingent right to receive one share of PTC Inc. common stock.
(6)  RSUs awarded on November 10, 2014 that vested in three substantially equal annual installments on November 15, 2015, 2016 and 2017.
(7)  Performance-based RSUs granted on November 10, 2014 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 100% and 49,759 RSUs were earned and vested.
(8)  RSUs granted on November 2, 2015 that vest in three substantially equal installments on November 15, 2016, 2017 and 2018.
(9)  Performance-based RSUs granted on November 2, 2015 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 184.31% and 48,845 RSUs were earned and vested.
(10)  RSUs granted on October 31, 2016 that vest in three substantially equal installments on November 15, 2017, 2018 and 2019.
(11)  Aspirational performance-based RSUs granted on October 31, 2016. The performance measure was met at 49.2% and 77,781 RSUs were earned. The RSUs earned vest in three substantially equal installments on November 15, 2017, 2018 and 2019.
(12)  Performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The performance measure was met at 152.53% and 40,190 RSUs were earned and vested.
(13)  RSUs awarded on November 15, 2017 that vest in three substantially equal installments on November 15, 2018, 2019 and 2020.
(14)  This amount represents the total number of derivative securities beneficially owned of the class shown.

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
/s/Deanna Osganian by power of attorney filed 5/2/2017 11/17/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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