Autodesk, Inc. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2012-03-02

Reporting Person: BASS CARL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common Stock	M	218750	$30.15	Acquired	511292	Direct
2012-03-02	Common Stock	S	218750	$37.2838	Disposed	292542	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Incentive Stock Option (right to buy)	$30.15	M	3316	Disposed	2012-03-10	Common Stock (3316)	Direct
2012-03-02	Non-Qualified Stock Option (right to buy)	$30.15	M	215434	Disposed	2012-03-10	Common Stock (215434)	Direct

Footnotes

F1: The option vested over a four-year period beginning on 3/10/05 at the rate of 0 shares on each of 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 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.

F3: The option vested over a four-year period beginning on 3/10/05 at the rate of 62,500 shares on each of the first, second and third anniversaries, and 59,184 shares on the fourth anniversary, and was fully vested and exercisable as of the Transaction Date.

F4: All trades occurred within the following one dollar price range: $36.79 to $37.75. The reported price is the weighted average for trades wthin this range.