Autodesk, Inc. — Director's Dealing 2011

Sep 30, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-09-22

Reporting Person: Strayer Pamela J (VP, PAO & Corporate Controller)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13753	Direct
Common Stock	2754	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$45.29	2013-06-14	Common Stock (5000)		Direct
Non-Qualified Stock Option (right to buy)	$48.72	2013-12-05	Common Stock (5000)		Direct
Non-Qualified Stock Option (right to buy)	$31.68	2015-04-14	Common Stock (1485)		Direct
Non-Qualified Stock Option (right to buy)	$33.60	2015-09-24	Common Stock (7500)		Direct
Non-Qualified Stock Option (right to buy)	$16.53	2016-02-02	Common Stock (7500)		Direct
Non-Qualified Stock Option (right to buy)	$29.49	2017-03-25	Common Stock (15000)		Direct
Non-Qualified Stock Option (right to buy)	$41.62	2021-03-23	Common Stock (8000)		Direct
Non-Qualified Stock Option (right to buy)	$27.40	2017-06-10	Common Stock (6000)		Indirect
Non-Qualified Stock Option (right to buy)	$41.62	2021-03-23	Common Stock (3400)		Indirect

Footnotes

F1: Includes 3,800 restricted stock units that will be fully vested on December 2, 2011, and 4,000 restricted stock units that vest over a 3-year period at the rate of. 1,360 shares on 03/06/2012, and 1,320 shares on each of 03/06/2013 and 03/06/2014. The Reporting Person is entitled to receive one share of common stock for each restricted stock unit. 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.

F2: Includes 1,750 restricted stock units that will be fully vested on December 7, 2012. The Holder is entitled to receive one share of common stock for each restricted stock unit. In the event the Holder ceases to be a Service Provider before these shares are fully vested they will be forfeited to the Issuer.

F3: The option is fully vested and exercisable.

F4: The option vests in four equal annual installments of 3,750 shares each beginning on 09/24/2008.

F5: The option vests in four equal annual installments of 3,750 shares each beginning on 02/02/2009.

F6: The option vests in four equal annual installments of 5,000 shares each beginning on 03/25/2010.

F7: The option vests in four equal annual installments of 2,000 shares each beginning on 03/23/2011.

F8: The option vests over a 3-year period beginning on 06/10/2010 at the rate of 2,040 shares on the first anniversary and 1,980 shares on each of the second and third anniversaries.

F9: The option vests over a 3-year period beginning on 03/23/2011 at the rate of 1,156 shares on the first anniversary and 1,122 shares on each of the second and third anniversaries.