Autodesk, Inc. — Director's Dealing 2011

Dec 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-15	Common Stock	M	2919	—	Acquired	11094	Direct
2011-12-20	Common Stock	M	6500	—	Acquired	17594	Direct
2011-12-20	Common Stock	F	3185	$31.49	Disposed	14409	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-15	Restricted Stock Units	$	M	2919	Disposed		Common Stock (2919)	Direct
2011-12-20	Restricted Stock Units	$	M	6500	Disposed		Common Stock (6500)	Direct

Footnotes

F1: These are Restricted Stock Units that fully vested on March 12, 2009 with a Distribution Date of December 15, 2011.

F2: The Reporting Person is entitled to receive one share of common stock for each restricted stock unit.

F3: These are restricted stock units that fully vested on December 20, 2011, with a distribution date also on December 20, 2011.