Autodesk, Inc. — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-02-09

Reporting Person: Kross Robert (Sr. VP, MSD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	M	50000	$29.37	Acquired	103259	Direct
2012-02-09	Common Stock	S	50000	$38.2179	Disposed	53259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Non-Qualified Stock Option (right to buy)	$29.37	M	50000	Disposed	2012-02-10	Common Stock (50000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2011.

F2: All trades occurred within the following one dollar price range: $38.05 through $38.37. The reported price is the weighted average for trades within this range.

F3: The option vested in four equal annual installments of 12,500 shares beginning on 02/10/2005, and was fully vested and exercisable as of the Transaction Date.