Autodesk, Inc. — Director's Dealing 2011

Apr 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-04-25

Reporting Person: Bhatt Jay (Sr. VP, AEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-25	Common Stock	M	35000	$29.37	Acquired	98557	Direct
2011-04-25	Common Stock	M	25000	$38.00	Acquired	123557	Direct
2011-04-25	Common Stock	S	60000	$45.00	Disposed	63557	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-25	Non-Qualified Stock Option (right to buy)	$29.37	M	35000	Disposed	2012-02-10	Common Stock (35000)	Direct
2011-04-25	Non-Qualified Stock Option (right to buy)	$38.00	M	25000	Disposed	2012-03-09	Common Stock (25000)	Direct

Footnotes

F1: The option vested in equal annual installments beginning on February 10, 2005, and was fully vested as of the Transaction Date.

F2: Includes shares acquired on March 31, 2011 purusant to the Issuer's Employee Stock Purchase Plan.

F3: The option vested in equal annual installments beginning on March 9, 2006, and was fully vested as of the Transaction Date.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 4, 2011.