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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-06	Common Stock	F	3313	$35.72	Disposed	55596	Direct
2012-03-07	Common Stock	M	23316	$30.15	Acquired	78912	Direct
2012-03-07	Common Stock	S	23316	$36.0590	Disposed	55596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-07	Incentive Stock Option (right to buy)	$30.15	M	3316	Disposed	2012-03-10	Common Stock (3316)	Direct
2012-03-07	Non-Qualified Stock Option (right to buy)	$30.15	M	20000	Disposed	2012-03-10	Common Stock (20000)	Direct

Footnotes

F1: The option vested over a four-year period beginning on March 10, 2005 at the rate of 0 shares on the first, second and third anniversaries, and 3,316 shares on the fourth anniversary, and was fully vested and exercisable as of the Transaction Date.

F2: The option vests over a four-year period beginning on March 10, 2005 at the rate of 22,500 shares on the first, second and third anniversaries, and 19,184 shares on the fourth anniversary.

F3: All trades occurred within the price range of $36.04 through $36.10. The reported price is the weighted average for trades within this range.