Autodesk, Inc. — Director's Dealing 2011

Mar 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-03-15

Reporting Person: Chin Moonhie (Sr. VP, SP&O)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common Stock	M	11250	$32.90	Acquired	43455	Direct
2011-03-15	Common Stock	M	10000	$16.53	Acquired	53455	Direct
2011-03-15	Common Stock	S	11250	$39.0191	Disposed	42205	Direct
2011-03-15	Common Stock	S	10000	$39.14	Disposed	32205	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-15	Non-Qualified Stock Option (right to buy)	$32.90	M	11249	Disposed	2014-03-12	Common Stock (11249)	Direct
2011-03-15	Non-Qualified Stock Option (right to buy)	$16.53	M	10000	Disposed	2016-02-02	Common Stock (10000)	Direct
2011-03-15	Incentive Stock Option (right to buy)	$32.90	M	1	Disposed	2014-03-12	Common Stock (1)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2010.

F2: The option vests over a four-year period beginning on March 12, 2008, at the rate of 11,249 shares on the first, second and third anniversaries, and 8,211 shares on the fourth anniversary.

F3: The option vests over a four-year period beginning on February 2, 2009, at the rate of 18,750 shares on the first, second and third anniversaries, and 12,701 shares on the fourth anniversary.

F4: The option vests over a four-year period beginning on March 12, 2008, at the rate of 1 share on the first, second and third anniversaries, and 3,039 shares on the fourth anniversary.