Autodesk, Inc. — Director's Dealing 2012

Mar 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-03-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-21	Common Stock	M	16248	$16.53	Acquired	84344	Direct
2012-03-21	Common Stock	M	15000	$29.50	Acquired	99344	Direct
2012-03-21	Common Stock	S	31248	$41.5223	Disposed	68096	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-21	Non-Qualified Stock Option (right to buy)	$16.53	M	16248	Disposed	2016-02-02	Common Stock (16248)	Direct
2012-03-21	Non-Qualified Stock Option (right to buy)	$29.50	M	15000	Disposed	2017-03-26	Common Stock (15000)	Direct

Footnotes

F1: The option vests over a 4-year period beginning on 02/02/2009 at the rate of 18,749 shares on the first anniversary, 18,750 shares on the second anniversary, 18,749 shares on the third anniversary, and 12,701 shares on the fourth anniversary.

F2: All trades occurred within the price range of $41.51 through $41.56. The reported price is the weighted average for trades within this range.

F3: The option vests over a 4-year period beginning on 03/26/2010 at the rate of 15,000 shares on each of the first, second and third anniversaries, and 11,611 shares on the fourth anniversary.