Autodesk, Inc. — Director's Dealing 2010

Dec 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-12-10

Reporting Person: Chin Moonhie (Sr. VP, SP&O)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-10	Common Stock	M	22500	$32.90	Acquired	54705	Direct
2010-12-10	Common Stock	S	11249	$39.00	Disposed	43456	Direct
2010-12-10	Common Stock	S	11251	$38.50	Disposed	32205	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-10	Non-Qualified Stock Option (right to buy)	$32.90	M	22498	Disposed	2014-03-12	Common Stock (22498)	Direct
2010-12-10	Incentive Stock Option (right to buy)	$32.90	M	2	Disposed	2014-03-12	Common Stock (2)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2010.

F2: The option vests over a 4-year period beginning on 03/12/2008 at the rate of 11,249 shares on each of the first, second and third anniversaries, and 8,211 shares on the fourth anniversary.

F3: The option vests over a 4-year period beginning on 03/12/2008 at the rate of 1 share on each of the first, second and third anniversaries, and 3,039 shares on the fourth anniversary.