Autodesk, Inc. — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2011-05-02

Reporting Person: BECKER JAN (Sr VP, Human Res, Corp RE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	M	50000	$14.40	Acquired	95243	Direct
2011-05-02	Common Stock	M	20000	$8.7250	Acquired	115243	Direct
2011-05-02	Common Stock	S	50000	$44.8321	Disposed	65243	Direct
2011-05-02	Common Stock	S	20000	$44.9145	Disposed	45243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-02	Incentive Stock Option (right to buy)	$14.40	M	6944	Disposed	2014-03-18	Common Stock (6944)	Direct
2011-05-02	Non-Qualified Stock Option (right to buy)	$14.40	M	43056	Disposed	2014-03-18	Common Stock (43056)	Direct
2011-05-02	Non-Qualified Stock Option (right to buy)	$8.7250	M	20000	Disposed	2013-09-25	Common Stock (20000)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on 03/18/2004 and was fully vested as of the Transaction Date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 22, 2010.

F3: The option vested in annual installments over a four-year period beginning on 09/25/2003 and was fully vested as of the Transaction Date.

F4: All trades occurred within the following one dollar price range: $44.7604 through $44.96. The reported price is the weighted average for trades within this range.

F5: All trades occurred within the following one dollar price range: $44.84 through $45.01. The reported price is the weighted average for trades within this range.