Autodesk, Inc. — Director's Dealing 2010

Nov 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-11-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-24	Common Stock	M	63910	$17.525	Acquired	87812	Direct
2010-11-24	Common Stock	S	63910	$35.00	Disposed	23902	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-24	Non-Qualified Stock Option (right to buy)	$17.525	M	63910	Disposed	2014-04-05	Common Stock (63910)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on April 5, 2004, 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.