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1.	To elect the two Class II director nominees nominated by our Board of Directors and named in the proxy statement, each to serve for a term ending in 2021, or until his successor has been duly elected and qualified;

2.	To ratify the appointment of Ernst & Young LLP, a registered public accounting firm, as our independent registered public accounting firm for the fiscal year ending December 31, 2018;

3.	To hold an advisory vote to approve named executive officer compensation; and

4.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

•	Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

•	Vote by Telephone, by calling the toll-free number (800) 690-6903 (have your Notice or proxy card in hand when you call); or

•	Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided.

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•	the principal responsibility of the directors is to oversee our management and to hold our management accountable for the pursuit of our corporate objectives;

•	a majority of the members of our Board shall be independent directors;

•	the independent directors meet regularly in executive session;

•	directors have full and free access to management and, as necessary and appropriate, independent advisors;

•	new directors participate in an orientation program and all directors are encouraged to attend director education programs; and

•	at least annually, our Board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

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•	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•	overseeing our internal audit function;

•	overseeing our risk assessment and risk management policies;

•	establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•	meeting independently with our internal auditing staff, our independent registered public accounting firm and management;

•	reviewing and approving or ratifying any related person transactions; and

•	preparing the audit committee report required by Securities and Exchange Commission, or SEC, rules.

•	reviewing and approving, or making recommendations to our Board with respect to, the compensation of our Chief Executive Officer and our other executive officers;

•	overseeing an evaluation of our senior executives;

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•	overseeing and administering our cash and equity incentive plans; and

•	reviewing and making recommendations to our Board with respect to director compensation.

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•	identifying individuals qualified to become members of our Board;

•	recommending to our Board the persons to be nominated for election as directors and to each of our Board's committees;

•	reviewing and making recommendations to our Board with respect to our board leadership structure;

•	reviewing and making recommendations to our Board with respect to management succession planning;

•	developing and recommending to our Board corporate governance principles; and

•	overseeing a periodic evaluation of our Board.

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•	the related person's interest in the related person transaction;

•	the approximate dollar value of the amount involved in the related person transaction;

•	the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of our business;

•	whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to us of, the transaction; and

•	any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

•

interests arising solely from the related person's position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any

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•	a transaction that is specifically contemplated by provisions of our certificate of incorporation or our bylaws.

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*	Less than one percent.

(1)

Consists of (a) 1,047,410 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; (b) 16,200 shares of restricted common stock; and (c) 10,446 shares of common stock. As of April 20, 2017, Dr. Peltz held an aggregate of 1,466,847 vested and unvested stock options to purchase an equal number of shares of our common stock.

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(2)

Consists of (a) 209,167 shares of common stock underlying options held by Dr. Almstead that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; (b) 4,500 shares of restricted common stock held by Dr. Almstead; (c) 12,654 shares of common stock held directly by Dr. Almstead; (d) 3,001 shares of common stock underlying options held by Dr. Almstead's spouse that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; and (e) 3,336 shares of common stock held by Dr. Almstead's spouse. Dr. Almstead disclaims beneficial ownership of the shares held by his spouse.

(3)	Consists of (a) 264,105 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; (b) 6,750 shares of restricted common stock; and (c) 22,059 shares of common stock.

(4)	Consists of (a) 115,332 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; and (b) 6,848 shares of common stock.

(5)

Consists of (a) 68,645 shares of common stock underlying options held by Mr. Souza that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; (b) 33,000 shares of restricted common stock held by Mr. Souza; (c) 35,232 shares of common stock held directly by Mr. Souza; (d) 2,500 shares of common stock underlying options held by Mr. Souza's spouse that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; and (e) 663 shares of common stock held by Mr. Souza's spouse. Mr. Souza disclaims beneficial ownership of the shares held by his spouse.

(6)	Consists of (a) 46,391 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; and (b) 3,735 shares of common stock.

(7)	Consists of (a) 1,320,369 shares of common stock held by Section Six Partners, L.P., of which Mr. Schmertzler is a general partner; (b) 104,950 shares of common stock underlying options held by Mr. Schmertzler that are exercisable as of April 20, 2017 or will become exercisable within 60 days after such date; and (c) 86,766 shares of common stock held directly by Mr. Schmertzler.

(8)	Consists of 67,256 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date.

(9)	Consists of 49,833 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date.

(10)	Consists of (a) 31,166 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date; and (b) 25,000 shares of common stock.

(11)	Consists of 61,833 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days of such date.

(12)	Consists of (a) 2,071,589 shares of common stock underlying options that are exercisable as of April 20, 2018 or will become exercisable within 60 days after such date; (b) 60,450 shares of restricted common stock; and (c) 1,527,108 shares of common stock.

(13)

The address for Scopia Capital Management LP, or Scopia, is 152 West 57th Street, 33rd Floor, New York, NY 10019. As of March 31, 2018, consists of 5,914,052 shares of common stock held by Scopia and its affiliates, of which Scopia has shared voting power over 5,914,052 shares and shared dispositive power over 5,914,052 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by Scopia that are contained in a Schedule 13G/A filed with the SEC on April 10, 2018.

(14)

The address for RTW Investments, LP, or RTW, is 250 West 55th Street, 16th Floor, Suite A, New York, NY 10019. As of December 31, 2017, consists of 4,130,115 shares of common stock held by RTW and its affiliates, of which RTW has shared voting power over 4,130,115 shares and shared dispositive power over 4,130,115 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by RTW that are contained in a Schedule 13G/A filed with the SEC on February 14, 2018.

(15)	The address for BlackRock, Inc., or BlackRock, is 55 East 52nd Street, New York, NY 10022. As of December 31, 2017, consists of 3,093,399 shares of common stock held by BlackRock and its affiliates, of which BlackRock has sole voting power over 3,030,308 shares and sole dispositive power over 3,093,399 shares. The information

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(16)

The address for The Vanguard Group, Inc., or Vanguard, is 100 Vanguard Blvd., Malvern, PA 19355. As of December 31, 2017, consists of 2,775,655 shares of common stock held by Vanguard and its affiliates. Sole voting power is held for 70,870 shares, shared voting power is held for 2,600 shares, sole dispositive power is held for 2,705,685 shares and shared dispositive power is held for 69,970 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by Vanguard that are contained in a Schedule 13G filed with the SEC on February 9, 2018.

(17)

The address for State Street Corporation, or State Street, is 1 Lincoln Street, Boston, MA 02111. As of December 31, 2017, consists of 2,724,415 shares of common stock held by State Street and its affiliates, of which State Street has shared voting power over 2,724,415 shares and shared dispositive power over 2,724,415 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by State Street that are contained in a Schedule 13G filed with the SEC on February 14, 2018.

(18)

The address for D. E. Shaw & Co., L.P., or DE Shaw, is 1166 Avenue of Americas, 9th Floor, New York, NY 10036. As of December 31, 2017, consists of 2,608,432 shares of common stock held by DE Shaw and its affiliates, of which DE Shaw has shared voting power over 2,499,607 shares and shared dispositive power over 2,608,432 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by DE Shaw that are contained in a Schedule 13G/A filed with the SEC on February 14, 2018.

(19)

The address for Boxer Capital, LLC, or Boxer, is 11682 El Camino Real, Suite 320, San Diego CA 92130. As of February 14, 2018, consists of 2,600,000 shares of common stock held by Boxer and its affiliates, of which Boxer has shared voting power over 2,600,000 shares and shared dispositive power over 2,600,000 shares. The information contained in this footnote and the table above has been included solely in reliance upon, and without independent investigation of, the disclosures by Boxer that are contained in a Schedule 13G/A filed with the SEC on February 26, 2018.

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(1)

"Audit Fees" represent fees for the respective fiscal year for professional services for the audit of our annual financial statements, the review of financial statements included in our quarterly financial statements, accounting consultations, and other services that are normally provided by the independent registered public accounting firm in connection with other statutory or regulatory requirements including, services rendered relating to our registration statement filings with the SEC and services rendered in connection with the audit of the Company's internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

(2)	"Tax Fees" is primarily for services rendered in connection with international tax matters, including services rendered for tax compliance and tax advice.

(3)	This category consists of fees for any other products or services provided by Ernst & Young LLP not described above. The services for fees in 2017 and 2016 under this category are related to licensed accounting research software.

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•	Stuart W. Peltz, Ph.D., Chief Executive Officer;

•	Christine Utter, Principal Financial Officer and Treasurer

•	Neil Almstead, Ph.D., Executive Vice President, Research, Pharmaceutical Operations & Technology;

•	Mark E. Boulding, Executive Vice President and Chief Legal Officer; and

•	Marcio Souza, Chief Operating Officer.

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•	drive the achievement of key corporate milestones and the execution of our long-term growth strategy by placing a significant portion of named executive officer compensation "at risk",

•	attract and retain well-qualified executive management, and

•	align the interests of our executive officers and long-term stockholders.

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*	New peer group member in 2016

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*	New peer group member in 2017

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(1)	Each stock option has an exercise price of $11.23, the closing price of our common stock on January 3, 2017, the date of grant. The number of stock options and shares of restricted stock awarded to each named executive officer on January 3, 2017 were as follows:

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(1)	Dr. Peltz also serves a member of our Board but does not receive any additional compensation for his service as a director.

(2)	The amounts in the "Bonus" column in 2017 reflect the bonuses received by Ms. Utter and Mr. Souza in connection with their promotion to executive officer, and for Mr. Boulding represents an amount paid in connection with his 15-year employment anniversary, pursuant to a program available to all PTC employees.

(3)

These amounts do not represent the actual value realized by the named executive officers during the respective year. The amounts reported in the "Stock awards" and "Option awards" columns reflect the full grant date fair value of share-based compensation awarded during the applicable fiscal year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, Topic 718, or FASB ASC Topic 718.

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(4)

For Ms. Utter and Mr. Souza, a portion of the amount reported in the "Option Awards" column reflects payments received through the vesting of Stock Appreciation Rights (SARs) in January 2017, in the amounts of $13,723 and $19,960, respectively. The SARs were awarded to all non-executive officer employees in 2016 and vest in equal annual installments over four years. Additionally, for Ms. Utter and Mr. Souza, a portion of the amounts reported in the "Option awards" column, and, for Mr. Souza, in the "Stock awards" column, reflect the full grant date fair value of share-based compensation awarded in connection with their promotion to executive officer.

(5)	Represents cash awards earned by our named executive officers under our annual incentive program.

(6)

The amounts reported in the "All other compensation" column in 2017 reflects, for each named executive officer, PTC's 401(k) plan matching contribution. In addition, for Ms. Utter and for Messrs. Boulding, Souza, Kovacs and Rothera, the figures include amounts paid under an employee-wide travel incentive program, and for Mr. Boulding includes a tax gross-up of his 15 year anniversary bonus payment. Additionally, for Mr. Kovacs and Mr. Rothera, the figures include payments made in conjunction with their resignations from the Company as an employee. For Mr. Kovacs, this included payment of $6,821 for vacation day payouts. For Mr. Rothera, this included payments of $169,236 for severance, $34,528 for COBRA premium payments and $11,386 for vacation day payouts. Additionally, for Mr. Rothera, the figure includes payments of $44,349 for his service as a consultant made pursuant to his Consulting Agreement as described on page 41.

(7)	Ms. Utter was appointed as our Principal Financial Officer effective as of June 2, 2017. In connection with her promotion, her annual base salary increased to $330,000 in 2017, which increased salary was paid pro-rata for 2017.

(8)	Mr. Souza was appointed as our Chief Operating Officer effective as of May 31, 2017. In connection with his promotion, his annual base salary increased to $435,000 in 2017, which increased salary was paid pro-rata for 2017.

(9)

Mr. Kovacs stepped down from his position as Chief Financial Officer effective May 31, 2017. The amount reported in the "Salary Column" is the amount earned by Mr. Kovacs prior to his resignation from the Company. Mr. Kovacs forfeited his entire annual stock option award and annual restricted stock award granted in 2017 upon his resignation from the Company, which are the amounts reported in "Stock awards" and "Option awards" columns for 2017.

(10)

Mr. Rothera stepped down from his position as Chief Commercial Officer effective August 9, 2017. The amount reported in the "Salary Column" is the amount earned by Mr. Rothera prior to his resignation from the Company. Mr. Rothera also received payments as a consultant for the remainder of 2017 as reported in the "All other compensation" column. Of the amounts reported in "Stock awards" and "Option awards" columns for 2017, Mr. Rothera forfeited $270,550 attributable to his annual stock option award and $80,856 attributable to his annual restricted stock award granted in 2017 upon his resignation as Chief Commercial Officer as provided in his Consulting Agreement.

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(1)

Amounts represent potential awards under the annual cash incentive program, which equal a specified percentage of the participant's 2017 base salary. Dr. Peltz can earn, at target, an amount equal to 50% of his base salary, and each other named executive officer can earn, at target, an amount equal to 40% of his respective base salary. No definitive threshold value was established by the Compensation Committee in 2017.

(2)	The restricted stock awards (and in the case of Ms. Utter, restricted stock units) granted on January 3, 2017, vest in four equal annual installments over four years, commencing on January 3, 2018.

(3)	The options granted on January 3, 2017, vest over four years, with 25% of the shares underlying such options vested on January 3, 2018 and 6.25% of the shares vesting at the end of each successive three-month period thereafter beginning on April 3, 2018.

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(4)	The exercise price is the closing price of PTC common stock, as traded on the Nasdaq Global Select Market on January 3, 2017. For more information on stock options granted to the named executive officers in 2017, please see "Compensation Discussion and Analysis—Annual equity award" on page 33.

(5)	This column represents the full grant date fair value of stock options, restricted stock and restricted stock units granted to each of the named executive officers in 2017, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual value realized by the named executive officers during 2017.

(6)	The equity grant Ms. Utter received on January 3, 2017, relates to her award under the Company's annual equity incentive program based on her employment at the Company in 2016, prior to her appointment as an executive officer.

(7)	The equity grant Mr. Souza received on January 3, 2017, relates to his award under the Company's annual equity incentive program based on his employment at the Company in 2016, prior to his appointment as an executive officer.

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•	of the 9,600 shares of restricted stock Mr. Rothera was granted on January 3, 2017, all of which remained unvested, the 2,400 shares scheduled to vest from August 10, 2017 through September 30, 2018 will continue to vest per the regular schedule set forth in the applicable restricted stock agreement and the remaining 7,200 shares were forfeited effective August 10, 2017;

•	of the 56,000 stock options Mr. Rothera was granted on January 3, 2017, all of which remained unvested, the 21,000 options scheduled to vest from August 10, 2017 through September 30, 2018 will continue to vest per the regular schedule set forth in the applicable stock option agreement and the remaining 35,000 options were forfeited effective August 10, 2017;

•	of the 70,000 stock options Mr. Rothera was granted on January 4, 2016, all of the 43,750 options which remained unvested were forfeited effective August 10, 2017; and

•	of the 69,550 stock options Mr. Rothera was granted on January 2, 2015, all of the 26,082 options which remained unvested were forfeited effective August 10, 2017.

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(1)	This option vests over four years, with 25% of the shares underlying the option vested on January 1, 2015, and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 1, 2015.

(2)	This option vests over four years, with 25% of the shares underlying the option vested on January 1, 2016 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 1, 2016.

(3)	This option vests over four years, with 25% of the shares underlying the option vesting on January 4, 2017 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 4, 2017.

(4)	This option vests over four years, with 25% of the shares underlying the option vesting on January 3, 2018 and 6.25% of the shares underlying the option vesting quarterly thereafter beginning on April 3, 2018.

(5)	This restricted stock award vests in four equal annual installments, commencing on January 3, 2018.

(6)	This vests over two years, with 50% of the shares underlying the option vesting on June 2, 2018, and 12.5% of the shares underlying the option vesting quarterly thereafter beginning on September 2, 2018.

(7)	Represents SARs that vest in four equal installments, commencing on January 1, 2017 and are automatically payable in cash in connection with the vesting.

(8)	This restricted stock unit vests in four equal annual installments, commencing on January 3, 2018.

(9)	This option vests over four years, with 25% of the shares underlying the option vested on July 31, 2015, and 6.25% of the shares underlying the option vesting quarterly thereafter, beginning on October 31, 2015.

(10)	This option vests over four years, with 25% of the shares underlying the option vesting on November 17, 2017, and 6.25% of the shares underlying the option vesting quarterly thereafter, beginning on February 17, 2018.

(11)	This option vests in two equal annual installments, commencing on May 31, 2018.

(12)	This restricted stock award vests in two equal annual installments, commencing on May 31, 2018.

(13)	All of Mr. Kovacs' unvested outstanding stock option awards and restricted stock awards terminated immediately upon his resignation from the Company. All of Mr. Kovacs' vested outstanding stock option awards and restricted stock awards that remained unexercised terminated 90 days following his resignation from the Company.

(14)	A portion of this award was forfeited on August 10, 2017 in accordance with Mr. Rothera's consulting agreement, as described under "Consulting Agreements" on page 41.

(15)	A portion of this award was forfeited on August 10, 2017 in accordance with Mr. Rothera's consulting agreement, as described under "Consulting Agreements" on page 41. Of the remaining options, 14,000 options vested on January 3, 2018, 3,500 options vested on April 3, 2018 and 3,500 options will vest on July 3, 2018.

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(16)	A portion of this award was forfeited on August 10, 2017 in accordance with Mr. Rothera's consulting agreement, as described under "Consulting Agreements" on page 41. All of the remaining shares vested on January 3, 2018.

(1)	Values realized upon stock option exercises are calculated based on the difference between the market price of PTC common stock at the time of exercise and the exercise price of the option. For Ms. Utter and Mr. Souza, value realized represents exercise and settlement of cash settled stock appreciation rights.

(2)	The value realized for restricted stock was determined by multiplying the number of shares that vested by the market price of PTC common stock on the date of vesting.

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(1)	Represents the COBRA premium for continued health care coverage for each executive and their dependents that would be paid by the Company based on rates in effect January 1, 2018.

(2)	Represents the aggregate value of the accelerated vesting of stock option awards, calculated by multiplying the difference between the closing price of PTC common stock on December 29, 2017 ($16.68) and the stock option exercise price by the number of stock options subject to accelerated vesting. All unvested stock option awards are

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(3)	Represents the aggregate value of the accelerated vesting of restricted stock awards, calculated by multiplying the closing price of PTC common stock on December 29, 2017 ($16.68) by the number of shares subject to accelerated vesting.

(4)	Represents the aggregate severance payment to be paid to Mr. Rothera, in accordance with his employment agreement, following his resignation as an executive officer in 2017. The severance payment will be paid in equal monthly payments over 12 months, commencing in August 2017.

•	The median annual total compensation for all employees (other than our CEO) was $163,265; and

•	The annual total compensation of our CEO, as reported in the 2017 Summary Compensation Table included elsewhere in this proxy statement, was $2,172,683.

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(1)

Reflects, as of December 31, 2017, the total number of shares of our common stock available for issuance under the 2013 Long-Term Incentive Plan (927,478 shares) and 2016 ESPP (730,229 shares). Immediately prior to our initial public offering, all shares remaining available for future issuance under the 2009 plan and the 2013 stock incentive plan became available for future issuance under the 2013 Long-Term Incentive Plan. In August 2008, the 1998 plan expired and since then no further grants of stock options have been made under this plan. All shares available to grant under the 1998 plan automatically transferred to the 2009 plan at that time. Our 2013 Long-Term Incentive Plan contains an "evergreen" provision, which allows for an annual increase in the number of shares of our common stock available for issuance under the plan on the first day of each fiscal year. The annual increase in the number of shares is equal to the lowest of: (i) 2,500,000 shares of our common stock; (ii) 4% of the number of shares of our common stock outstanding on the first day of the fiscal year; and (iii) an amount determined by our Board. On January 1, 2018, 1,664,295 shares of our common stock were added to the 2013 Long-Term Incentive Plan pursuant to this provision.

(2)	Represents option awards granted to individuals as an inducement material to the individual's entry into employment with us. Each such grant was approved by our Compensation Committee and disclosed in a press release. Under applicable Nasdaq Listing Rules, inducement grants are not subject to security holder approval.

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(1)	These amounts do not represent the actual value realized by the directors during the respective year. The amounts reported in the "Option awards" column reflect the full grant date fair value of stock options awarded during 2017 computed in accordance with the provisions of FASB ASC Topic 718.

(2)	Represents consulting fees and fees received by Dr. Jacobson in connection with his service as chair of our scientific advisory board.

•	an annual retainer for board service of $45,000;

•	an annual option grant to purchase 12,000 shares of our common stock, which vests over one year in twelve equal monthly installments, commencing on February 3, 2017;

•	for our Chair of the Board, an additional annual option grant to purchase 12,000 shares of our common stock, which vests over one year in twelve equal monthly installments, commencing on February 3, 2017;

•	for members of our Audit Committee, an additional annual retainer of $8,000 ($21,000 for the Chair);

•	for members of our Compensation Committee, an additional annual retainer of $5,000 ($15,000 for the Chair); and

•	for members of our Nominating and Corporate Governance Committee, an additional annual retainer of $3,000 ($11,000 for the Chair).

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