Autodesk, Inc. — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-03-06

Reporting Person: Petit Marc (Sr. VP, M&E)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-06	Common Stock	M	4675	—	Acquired	17676	Direct
2012-03-06	Common Stock	F	2245	$35.72	Disposed	15431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-06	Restricted Stock Units	$	M	4675	Disposed		Common Stock (4675)	Direct

Footnotes

F1: These are Restricted Stock Units that vest over a three-year period beginning on 3/24/2011 at the rate of 4,675 shares on 3/6/2012, 4,538 shares on 3/6/2013, and 4,537 shares on 3/6/2014.

F2: The Reporting Person is entitled to receive one share of common stock for each restricted stock unit.