Autodesk, Inc. — Director's Dealing 2013

Dec 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-12-06

Reporting Person: Di Fronzo Pascal W (Sr. VP, Gen'l Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-06	Common Stock	M	35711	$16.53	Acquired	70096	Direct
2013-12-06	Common Stock	S	35711	$46.57	Disposed	34385	Direct
2013-12-09	Common Stock	M	39289	$16.53	Acquired	73674	Direct
2013-12-09	Common Stock	S	39289	$46.57	Disposed	34385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Non-Qualified Stock Option (right to buy)	$16.53	M	35711	Disposed	2016-02-02	Common Stock (35711)	Direct
2013-12-09	Incentive Stock Option (right to buy)	$16.53	M	6050	Disposed	2016-02-02	Common Stock (6050)	Direct
2013-12-09	Non-Qualified Stock Option (right to buy)	$16.53	M	33239	Disposed	2016-02-02	Common Stock (33239)	Direct

Footnotes

F1: The option vested in annual installments over a four year period beginning on February 2, 2009, at the rate of 18,750 shares on the first and second anniversaries, 18,749 shares on the third anniversary, and 12,701 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 April 2, 2013.

F3: The option vested in annual installments over a four year period beginning on February 2, 2009, and was fully vested and exercisable as of the Transaction Date.