Autodesk, Inc. — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-04-01

Reporting Person: Bradshaw Christopher (Sr VP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	M	4000	$16.53	Acquired	46896	Direct
2011-04-01	Common Stock	S	4000	$43.8625	Disposed	42896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Non-Qualified Stock Option (right to buy)	$16.53	M	4000	Disposed	2016-02-02	Common Stock (4000)	Direct

Footnotes

F1: The option vests over a 4-year period beginning on February 2, 2009, at the rate of 18,750 shares on the first and second anniversaries, 18,749 on the third anniversary, and 12,701 shares on the fourth anniversary.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2010.

F3: Includes shares acquired in March 2011 pursuant to the Issuer's Employee Stock Purchase Plan.

F4: All trades occurred within the following one dollar price range: $43.79 through $43.96. The reported price is the weighted average for trades within this range.