Autodesk, Inc. — Director's Dealing 2010

Aug 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-08-02

Reporting Person: Kross Robert (Sr. VP, MFG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-02	Common Stock	M	18750	$16.53	Acquired	41958	Direct
2010-08-02	Common Stock	S	18750	$30	Disposed	23208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-02	Non-Qualified Stock Option (right to buy)	$16.53	M	18750	Disposed	2016-02-02	Common Stock (18750)	Direct

Footnotes

F1: The option vests over a 4-year period beginning on February 2, 2009, at the rate of 18,750 shares on each of the first and second year anniversaries, 18,749 shares on the third year anniversary, and 12,701 shares on the fourth year anniversary.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 31, 2010.