Autodesk, Inc. — Director's Dealing 2010

Dec 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2010-12-22

Reporting Person: Bado George M (EVP, Sales and Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-22	Common Stock	M	45000	$30.15	Acquired	106772	Direct
2010-12-22	Common Stock	S	45000	$39.4022	Disposed	61772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-22	Non-Qualified Stock Option (right to buy)	$30.15	M	41684	Disposed	2012-03-10	Common Stock (41684)	Direct
2010-12-22	Incentive Stock Option (right to buy)	$30.15	M	3316	Disposed	2012-03-10	Common Stock (3316)	Direct

Footnotes

F1: Includes shares acquired on March 31, 2010, pursuant to the Issuers's Employee Stock Purchase Plan.

F2: All trades occurred within the price range of $39.3579 through $39.4387. The reported price is the weighted average for trades within this range.

F3: The option vested over a 4-year period beginning on March 10, 2005 at the rate of 0 on each of the first, second and third anniversaries, and 3,316 on the fourth anniversary.

F4: The option vested over a 4-year period beginning on March 10, 2005 at the rate of 22,500 on each of the first, second and third anniversaries, and 19,184 on the fourth anniversary.