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: Hanspal Amarpreet (Sr. VP, PSEB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-25	Common Stock	M	7920	$13.835	Acquired	50056	Direct
2011-04-25	Common Stock	S	7920	$45.00	Disposed	42136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-25	Non-Qualified Stock Option (right to buy)	$13.835	M	7920	Disposed	2014-02-09	Common Stock (7920)	Direct

Footnotes

F1: The option vested in annual installments over a four-year period beginning on August 6, 2007, 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.