Autodesk, Inc. — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-03-06

Reporting Person: Blum Steven M (Sr. VP, WW Sales and Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Common Stock	F	11494	$39.94	Disposed	64173	Direct
2013-03-07	Common Stock	M	20706	$32.90	Acquired	84879	Direct
2013-03-07	Common Stock	M	22500	$17.525	Acquired	107379	Direct
2013-03-07	Common Stock	S	43206	$40.00	Disposed	64173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-07	Non-Qualified Stock Option (right to buy)	$32.90	M	20706	Disposed	2014-03-12	Common Stock (20706)	Direct
2013-03-07	Non-Qualified Stock Option (right to buy)	$17.5250	M	6090	Disposed	2014-04-05	Common Stock (6090)	Direct
2013-03-07	Non-Qualified Stock Option (right to buy)	$17.5250	M	16410	Disposed	2014-04-05	Common Stock (16410)	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 August 27, 2012.

F2: The option vested in four equal annual installments of 12,500 shares beginning on March 12, 2008, and was fully vested and exercisable as of the Transaction Date.

F3: The option vested over a 4-year period beginning on June 29,2007 at the rate of 0 shares on each of the first, second and third anniversaries, and 6,090 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.

F4: The option vested over a 4-year period beginning on June 29,2007 at the rate of 0 shares on each of the first and second anniversaries, 22,500 shares on the third anniversary, and 16,410 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.