Autodesk, Inc. — Director's Dealing 2013

May 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-05-28

Reporting Person: Hawkins Mark J (Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-28	Common Stock	M	37500	$19.01	Acquired	120118	Direct
2013-05-28	Common Stock	S	37500	$36.5055	Disposed	82618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-28	Non-Qualfiied Stock Option (right to buy)	$19.01	M	5260	Disposed	2016-04-27	Common Stock (5260)	Direct
2013-05-28	Incentive Stock Option (right to buy)	$19.01	M	32240	Disposed	2016-04-27	Common Stock (32240)	Direct

Footnotes

F1: The option vested in four equal annual installments of 5,260 shares beginning on 04/27/2009 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 March 30, 2012.

F3: All trades occurred within the following one dollar price range: $36.4 through $36.66. The reported price is the weighted average for trades within this range.

F4: The option vested in four equal annual installments of 32,240 shares beginning on 04/27/2009 and was fully vested and exercisable as of the Transaction Date.

F5: Includes shares acquired in March 2013 pursuant to the Issuer's Employee Stock Purchase Plan.