Autodesk, Inc. — Director's Dealing 2010

Sep 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-09-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-13	Common Stock	M	20000	$9.70	Acquired	43208	Direct
2010-09-13	Common Stock	M	13634	$7.425	Acquired	56842	Direct
2010-09-13	Common Stock	S	33634	$32	Disposed	23208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-13	Non-Qualified Stock Option (right to buy)	$9.70	M	4568	Disposed	2013-11-20	Common Stock (4568)	Direct
2010-09-13	Non-Qualified Stock Option (right to buy)	$7.425	M	13634	Disposed	2013-05-23	Common Stock (13634)	Direct
2010-09-13	Non-Qualified Stock Option (right to buy)	$9.70	M	15432	Disposed	2013-11-20	Common Stock (15432)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on November 20, 2003, and was fully vested and exercisable as of the Transaction Date.

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.

F3: The option vested in annual installments over a three-year period beginning on May 23, 2003, and was fully vested and exercisable as of the Transaction Date.