Autodesk, Inc. — Director's Dealing 2011

Apr 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-04-21

Reporting Person: Di Fronzo Pascal W (Sr. VP, Gen'l Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-21	Common Stock	M	22498	$32.90	Acquired	64061	Direct
2011-04-21	Common Stock	S	22498	$44.90	Disposed	41563	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-21	Non-Qualified Stock Option (right to buy)	$32.90	M	22498	Disposed	2014-03-12	Common Stock (22498)	Direct

Footnotes

F1: The option vests over a four-year period beginning on March 12, 2008 at the rate of 11,249 shares on each of the first, second and third anniversaries and 8,211 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 October 4, 2010.