Autodesk, Inc. — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock	M	4000	$16.53	Acquired	32409	Direct
2011-01-03	Common Stock	M	30000	$17.525	Acquired	62409	Direct
2011-01-05	Common Stock	S	4000	$38.93	Disposed	58409	Direct
2011-01-05	Common Stock	S	30000	$40	Disposed	28409	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Non-Qualified Stock Option (right to buy)	$16.53	M	4000	Disposed	2016-02-02	Common Stock (4000)	Direct
2011-01-05	Non-Qualified Stock Option (right to buy)	$17.525	M	6090	Disposed	2014-04-05	Common Stock (6090)	Direct
2011-01-05	Non-Qualified Stock Option (right to buy)	$17.525	M	23910	Disposed	2014-04-05	Common Stock (23910)	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 option vested in annual installments over a four-year period beginning on April 5, 2005, and was fully vested as of the Transaction Date.

F3: 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.