Autodesk, Inc. — Director's Dealing 2011

Mar 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-03-24

Reporting Person: Blum Steven M (Sr. VP, WW Sales and Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-24	Common Stock	A	25000	—	Acquired	44310	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-24	Incentive Stock Option (right to buy)	$43.81	A	9128	Acquired	2021-03-24	Common Stock (9128)	Direct
2011-03-24	Non-Qualified Stock Option (right to buy)	$43.81	A	40872	Acquired	2021-03-24	Common Stock (40872)	Direct

Footnotes

F1: The option vests in four equal annual installments of 2,282 shares beginning on 03/24/2011.

F2: The option vests in four equal annual installments of 10,218 shares beginning on 03/24/2011.

F3: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that vest over a 3-year period at the rate of 8,500 shares on the first anniversary, and 8,250 shares on the second and third anniversaries.