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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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PTC Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on March 6, 2019.

PTC INC.



PTC INC.
121 SEAPORT BOULEVARD
BOSTON, MA 02210

Meeting Information
Meeting Type: Annual Meeting
For holders as of:   January 7, 2019
Date:      March 6, 2019    Time:    8:00 a.m., local time
Location:      PTC Inc.
121 Seaport Boulevard
Boston, MA 02210
You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. You can vote only by following the instructions on the reverse side. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.





























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NOTICE AND PROXY STATEMENT          ANNUAL REPORT

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Vote In Person: If you are a registered stockholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you hold these shares in street name (that is, in the name of the brokerage firm or bank holding the securities account in which these shares are held), you will need to obtain a “legal proxy” from the holder of record to vote at the meeting.


























Voting Items
The Board of Directors recommends you vote FOR ALL nominees:

1.
          
Elect nine directors to serve until the 2020 Annual Meeting of Stockholders.
           Nominees:
01)      Janice Chaffin 06) Paul Lacy
02) Phillip Fernandez 07) Corinna Lathan
03) Donald Grierson 08)      Blake Moret
04) James Heppelmann           09)      Robert Schechter
05) Klaus Hoehn

The Board of Directors recommends you vote FOR the following proposal:

2.

Approve an increase in the number of shares available for issuance under our 2000 Equity Incentive Plan.

            
3. Advisory vote to approve the compensation of our named executive officers (say-on-pay).
          
4. Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.