Autodesk, Inc. — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-03-26

Reporting Person: Petit Marc (Sr. VP, M&E)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-26	Incentive Stock Option (right to buy)	$29.50	A	3389	Acquired	2017-03-26	Common Stock (3389)	Direct
2010-03-26	Non-Qualified Stock Option (right to buy)	$29.50	A	41611	Acquired	2017-03-26	Common Stock (41611)	Direct

Footnotes

F1: The option vests over a four-year period beginning on 03/26/2010 at the rate of 0 shares on each of the first, second, and third anniversaries, and 3,389 shares on the fourth anniversary.

F2: The option vests over a four-year period beginning on 03/26/2010 at the rate of 11,250 shares on each of the first, second, and third anniversaries, and 7,861 shares on the fourth anniversary.