Autodesk, Inc. — Director's Dealing 2012

Mar 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-03-08

Reporting Person: Hawkins Mark J (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-08	Common Stock	A	16250	—	Acquired	86522	Direct
2012-03-08	Common Stock	A	4660	—	Acquired	91182	Direct
2012-03-08	Common Stock	A	1553	—	Acquired	92735	Direct

Footnotes

F1: 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 5,525 shares on 3/25/13, 5,363 shares on 3/6/14 and 5,362 shares on 3/5/15.

F2: The Reporting Person is entitled to receive one share of common stock for each restricted stock unit. These are restricted stock units that will be fully vested on March 8, 2012, with a distribution date on March 5, 2015. In the event the Reporting Person ceases to be a Section 16 Reporting Officer these shares will be distributed immediately.

F3: The Reporting Person is entitled to receive one share of common stock for each restricted stock unit. These are restricted stock units that will be fully vested on March 5, 2015, with a distribution date also on March 5, 2015. In the event the Reporting Person ceases to be a Section 16 Reporting Officer before these shares are fully vested they will be forfeited to the Issuer.