Autodesk, Inc. — Director's Dealing 2011

Jul 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-07-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-07	Common Stock	M	18750	$29.50	Acquired	73796	Direct
2011-07-07	Common Stock	S	18750	$39.55	Disposed	55046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-07	Non-Qualified Stock Option (right to buy)	$29.50	M	18750	Disposed	2017-03-26	Common Stock (18750)	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 March 31, 2011.

F2: The option vests over a four-year period beginning on March 26, 2010 at the rate of 18,750 shares on the first, second and third anniversaries, and 15,361 shares on the fourth anniversary.