Washington, D.C. 20549




(Rule 14a-101)

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Securities Exchange Act of 1934



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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 2, 2016.



            PTC INC.







Meeting Information



Meeting Type: Annual Meeting


For holders as of: January 4, 2016


Date: March 2, 2016         Time: 8:00 a.m., local time




PTC Inc.

140 Kendrick Street

Needham, MA 02494







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 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.



Before You Vote

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:




How to View Online:

  Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:  

How to Request and Receive a PAPER or E-MAIL Copy:

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 17, 2016 to facilitate timely delivery.



How To Vote

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Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card and instructions on how to vote by telephone.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



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:


Elect seven directors to serve until the 2017

Annual Meeting of Stockholders.


01)    Janice Chaffin

02)    Donald Grierson

03)    James Heppelmann

04)    Klaus Hoehn


05)    Paul Lacy

06)    Robert Schechter

07)    Renato Zambonini

The Board of Directors recommends you vote FOR the following proposals:
2.   Advisory vote to approve the 2015 compensation of our named executive officers (say-on-pay).
3.   Approve an increase in the number of shares authorized for issuance under the 2000 Equity Incentive Plan.
4.   Re-approve the material terms of the performance goals under the 2000 Equity Incentive Plan.
5.   Approve our 2016 Employee Stock Purchase Plan.

Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.