Autodesk, Inc. — Director's Dealing 2013

Sep 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-09-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	M	400000	$34.53	Acquired	772808	Direct
2013-09-26	Common Stock	S	400000	$42.00	Disposed	372808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-26	Incentive Stock Option (right to buy)	$34.53	M	2897	Disposed	2014-03-13	Common Stock (2897)	Direct
2013-09-26	Non-Qualified Stock Option (right to buy)	$34.53	M	397103	Disposed	2014-03-13	Common Stock (397103)	Direct

Footnotes

F1: The option vested over a four-year period beginning on 3/13/08 at the rate of 0 shares on each of the first and second anniversaries, 1 share on the third anniversary, and 2,896 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 December 21, 2012.

F3: The option vested over a four-year period beginning on 3/13/08 at the rate of 100,000 shares on each of the first and second anniversaries, 99,999 shares on the third anniversary, and 97,104 shares on the fourth anniversary, and was fully vested and exercisable as of the Transaction Date.