Autodesk, Inc. — Director's Dealing 2013

Oct 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-10-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-02	Common Stock	M	45000	$32.90	Acquired	126148	Direct
2013-10-02	Common Stock	M	15000	$29.50	Acquired	141148	Direct
2013-10-02	Common Stock	S	60000	$42.00	Disposed	81148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-02	Non-Qualified Stock Option (right to buy)	$29.50	M	15000	Disposed	2017-03-26	Common Stock (15000)	Direct
2013-10-02	Non-Qualified Stock Option (right to buy)	$32.90	M	41960	Disposed	2014-03-12	Common Stock (41960)	Direct
2013-10-02	Incentive Stock Option (right to buy)	$32.90	M	3040	Disposed	2014-03-12	Common Stock (3040)	Direct

Footnotes

F1: The option vests over a 4-year period beginning on March 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.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 3, 2013.

F3: Includes shares acquired in September 2013 pursuant to the Issuer's Employee Stock Purchase Plan.

F4: The option vested in annual installments over a four year period beginning on March 12, 2008, and was fully vested and exercisable as of the Transaction Date.