Autodesk, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-02-06

Reporting Person: Bradshaw Christopher (Sr VP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	M	15000	$29.37	Acquired	71642	Direct
2012-02-06	Common Stock	S	15000	$37.3696	Disposed	56642	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Non-Qualified Stock Option (right to buy)	$29.37	M	15000	Disposed	2012-02-10	Common Stock (15000)	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 May 23, 2011.

F2: All trades occurred within the following one dollar price range: $37.25 through $37.54. The reported price is the weighted average for trades within this range.

F3: The option vested in equal annual installments of 12,500 shares each over a 4-year period beginning on February 10, 2005, and was fully vested and exercisable as of the Transaction Date.