Autodesk, Inc. — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-04-01

Reporting Person: BECKER JAN (Sr VP, Human Res, Corp RE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	M	9088	$11.00	Acquired	54331	Direct
2011-04-01	Common Stock	M	40912	$11.00	Acquired	95243	Direct
2011-04-01	Common Stock	M	13576	$7.365	Acquired	108819	Direct
2011-04-01	Common Stock	M	16424	$7.365	Acquired	125243	Direct
2011-04-01	Common Stock	S	80000	$43.7643	Disposed	45243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Incentive Stock Option (right to buy)	$11.00	M	9088	Disposed	2012-03-08	Common Stock (9088)	Direct
2011-04-01	Non-Qualified Stock Option (right to buy)	$11.00	M	40912	Disposed	2012-03-08	Common Stock (40912)	Direct
2011-04-01	Incentive Stock Option (right to buy)	$7.365	M	13576	Disposed	2013-03-13	Common Stock (13576)	Direct
2011-04-01	Non-Qualified Stock Option (right to buy)	$7.365	M	16424	Disposed	2013-03-13	Common Stock (16424)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on 03/08/2002 and was fully vested as of the Transaction Date.

F2: Includes shares acquired in March 2011 pursuant to the Issuer's Employee Stock Purchase Plan.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 22, 2010.

F4: The option vested in annual installments over a four-year period beginning on 03/13/2003 and was fully vested as of the Transaction Date.

F5: All trades occurred within the following one dollar price range: $43.5 through $43.9027. The reported price is the weighted average for trades within this range.