Autodesk, Inc. — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	M	20000	$29.37	Acquired	27671	Direct
2011-11-30	Common Stock	S	20000	$33.5689	Disposed	7671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-30	Non-Qualified Stock Options (right to buy)	$29.37	M	20000	Disposed	2012-02-10	Common Stock (20000)	Direct

Footnotes

F1: The option vested in annual installments of 5,000 shares over a four year period beginning on February 10, 2005, and was fully vested and exercisable as of the Transaction Date.

F2: Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan in March 2008, September 2008, March 2009, September 2009, March 2010, September 2010, March 2011 and September 2011.

F3: All trades occurred within the following one dollar price range: $33.56 through $33.60. The reported price is the weighted average for trades within this range.