8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of

1934

Date of<br>report (Date of earliest event<br>reported)             <br>March 25,<br>2020
PTC<br>Inc.
---
(Exact<br>Name of Registrant as Specified in Its Charter)
Massachusetts	0-18059	04-2866152
---	---	---
(State<br>or Other Jurisdiction<br><br><br>of<br>Incorporation)	(Commission<br>File Number)	(IRS<br>Employer Identification No.)
121 Seaport<br>Boulevard, Boston,<br>Massachusetts	02210
---	---
(Address<br>of Principal Executive Offices)	(Zip<br>Code)
(Registrant’s<br>Telephone Number, Including Area<br>Code)           <br>(781)<br>370-5000
---
(Former<br>Name or Former Address, if Changed Since Last Report)
---

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br>of each class	Trading<br>Symbols	Name of<br>each exchange on which registered
Common Stock,<br>$.01 par value per share	PTC	NASDAQ<br>Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8 – Other Events

Item

8.01

Other

Events

6.000% Senior Notes due 2024

On March 25, 2020, PTC Inc. called (the "Notice") $500 million of the outstanding aggregate principal amount of the 6.000% Senior Notes due 2024 issued by PTC Inc. (the “Notes”) for redemption with a redemption date of May 15, 2020 (the “Redemption Date”). The redemption price for the Notes is 103.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The Notice is irrevocable. The Notes were issued pursuant to the Indenture, dated as of May 12, 2016, between PTC Inc. and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 12, 2016, between PTC Inc. and the Trustee.

A copy of the Notice of Redemption dated March 25, 2020 is attached hereto as Exhibit 99.1.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

99.1

Notice of Redemption dated March 25, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PTC<br>Inc.
Date:<br>March 31, 2020	By:	/s/<br>Catherine Gorecki
		Catherine<br>Gorecki
		Senior<br>Vice President, Assistant Secretary

ptc_ex991

Exhibit 99.1

NOTICE OF FULL REDEMPTION

PTC INC.

6.000% Senior Notes due 2024

CUSIP No. 69370CAA8

NOTICE IS HEREBY GIVEN TO THE

HOLDERS of the above-referenced Notes

Pursuant to Section 3.02 of the Indenture, dated as of May 12, 2016 (the “Base Indenture”), between PTC Inc. (the “Issuer”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 12, 2016 (together with the Base Indenture, the “Indenture”), between the Issuer and the Trustee, relating to the above-referenced 6.000% Senior Notes due 2024 (the “Notes”), the Issuer has elected to redeem and will redeem in full on May 15, 2020 (the “Redemption Date”) all $500,000,000 outstanding aggregate principal amount of the Notes at a redemption price (the “Redemption Price”) equal to 103.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

Holders of the Notes will be paid the Redemption Price upon presentation and surrender of their Notes for redemption to the Paying Agent at the address indicated below or, in the case of book-entry Notes, presentation in accordance with the procedures of the Depository Trust Company (“DTC”). Notes called for redemption must be so surrendered in order to collect the Redemption Price. The address for delivery of the Notes is as follows:

Registered<br>Mail Only:	First<br>Class/Certified/Express Delivery:	By Hand<br>Only:
The<br>Bank of New York Mellon<br><br><br>Global<br>Corporate Trust<br><br><br>101<br>Barclay Street, 1st Floor<br><br><br>New<br>York, NY 10286<br><br><br>Attn:<br>Corporate Trust Window	The<br>Bank of New York Mellon<br><br><br>Global<br>Corporate Trust<br><br><br>P.O.<br>Box 396<br><br><br>East<br>Syracuse, NY 13057	The<br>Bank of New York Mellon<br><br><br>Global<br>Corporate Trust<br><br><br>111<br>Sanders Creek Parkway<br><br><br>East<br>Syracuse, NY 13057

On the Redemption Date, the Redemption Price will become due and payable on the Notes to the Paying Agent and, unless the Issuer defaults in the payment of the Redemption Price, interest on the Notes shall cease to accrue on and after the Redemption Date and the only remaining right of the Holders of the Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed. If any Note contains a CUSIP or ISIN number, no representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in this Notice of Redemption.

IMPORTANT TAX INFORMATION

Under current United States federal income tax law, backup withholding, at a rate of 24%, generally may apply to the payment of gross redemption proceeds, unless (i) in the case of a holder that is a United States person (as determined for U.S. federal income tax purposes), the Paying Agent has received a properly completed IRS Form W-9 setting forth the holder’s taxpayer identification number, or (ii) the holder otherwise establishes an exemption. A holder that is not a United States person (as determined for U.S. federal income tax purposes) generally may establish an exemption from backup withholding by providing to the Paying Agent an IRS Form W-8BEN or W-8BEN-E (or other applicable form), upon which it certifies its foreign status.

* * * * *

PTC Inc.

By:

The Bank of New York Mellon, as Trustee

Dated March 25, 2020

Active.34376228.4