Autodesk, Inc. — Director's Dealing 2011

Mar 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-03-24

Reporting Person: Hawkins Mark J (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-24	Common Stock	A	13750	—	Acquired	47438	Direct
2011-03-24	Common Stock	A	5706	—	Acquired	53144	Direct
2011-03-24	Common Stock	A	1902	—	Acquired	55046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-24	Incentive Stock Option (right to buy)	$43.81	A	2282	Acquired	2021-03-24	Common Stock (2282)	Direct
2011-03-24	Non-Qualified Stock Option (right to buy)	$43.81	A	25218	Acquired	2021-03-24	Common Stock (25218)	Direct

Footnotes

F1: The option vests over a four-year period beginning on 3/24/2011 at the rate of 0 shares on each of the first, second, and third anniversaries, and 2,282 shares on the fourth anniversary.

F2: The option vests over a four-year period beginning on 3/24/2011 at the rate of 6,875 shares on each of the first, second, and third anniversaries, and 4,593 shares on the fourth anniversary.

F3: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that vest over a 3-year period at the rate of 4,675 shares on 3/6/12, and 4,538 shares on 3/6/13 and 4,537 shares on 3/6/14.

F4: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that will be fully vested on 3/24/2011, with a distribution date on 3/6/2014. In the event the Reporting Person ceases to be a Section 16 Reporting Officer, these shares will be distributed immediately.

F5: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that will be fully vested on 3/6/2014, with a distribution date also on 3/6/2014. In the event the Reporting Person ceases to be a Section 16 Reporting Officer before these shares are fully vested they will be forfeited to the Issuer.

F6: Includes shares acquired in September 2010 pursuant to the Issuer's Employee Stock Purchase Plan.