Autodesk, Inc. — Director's Dealing 2010

Sep 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-09-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Common Stock	M	1056	$14.40	Acquired	32597	Direct
2010-09-03	Common Stock	M	6000	$16.53	Acquired	38597	Direct
2010-09-03	Common Stock	S	7056	$30.00	Disposed	31541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Non-Qualified Stock Option (right to buy)	$14.40	M	1056	Disposed	2014-03-18	Common Stock (1056)	Direct
2010-09-03	Non-Qualified Stock Option (right to buy)	$16.53	M	6000	Disposed	2016-02-02	Common Stock (6000)	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 vested in annual installments over a four year period beginning on March 18, 2004, and was fully vested and exercisable as of the Transaction Date.

F3: The option vests over a 4-year period beginning on February 2, 2009 at the rate of 18,750 shares on the first and second anniversaries, 18,749 shares on the third anniversary, and 12,701 shares on the fourth anniversary.