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: BASS CARL (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-24	Common Stock	A	200000	—	Acquired	320024	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	297718	Acquired	2021-03-24	Common Stock (297718)	Direct

Footnotes

F1: The option vests over a four-year period beginning on 03/24/2011 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 03/24/2011 at the rate of 75,000 shares on each of the first, second, and third anniversaries, and 72,718 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 68,000 shares on 3/6/12, and 66,000 shares on each of 3/6/13 and 3/6/14.

F4: Includes shares acquired in March 2010 pursuant to the Issuer's Employee Stock Purchase Plan.