Definitive Additional Materials





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 5, 2014.




Meeting Information

  PTC INC.        
        Meeting Type:         Annual Meeting
        For holders as of:    January 6, 2014
        Date:    March 5, 2014        Time: 8:00 a.m., local time
        Location:    The Ritz-Carlton Hotel & Resort
           280 Vanderbilt Beach Road

Naples, Florida 34108









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 for instructions on how to obtain proxy materials and how to vote.



— 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:



If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge for requesting a copy. Please choose one of the following methods to make your request:












3) BY E-MAIL*:



*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



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 19, 2014 to facilitate timely delivery.


  — How To Vote —

Please Choose One of the Following Voting Methods




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:

  1.    Elect three Class III Directors to serve for the next three years:
     01)    Janice D. Chaffin      
     02)    James E. Heppelmann      
     03)    Paul A. Lacy      
  The Board of Directors recommends you vote FOR the following proposals:
  2.    Advisory vote to approve the compensation of our named executive officers (say-on-pay).
  3.    Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.
  4.    Approve an amendment to our By-Laws requiring certain stockholder lawsuits to be tried in Massachusetts.