Autodesk, Inc. — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Stock	M	125000	$14.40	Acquired	497808	Direct
2013-04-01	Common Stock	M	77768	$20.685	Acquired	575576	Direct
2013-04-01	Common Stock	S	202768	$40.1927	Disposed	372808	Direct
2013-04-02	Common Stock	M	72232	$20.685	Acquired	445040	Direct
2013-04-02	Common Stock	S	72232	$40.0003	Disposed	372808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Incentive Stock Option (right to buy)	$14.40	M	6944	Disposed	2014-03-18	Common Stock (6944)	Direct
2013-04-01	Non-Qualified Stock Option (right to buy)	$14.40	M	118056	Disposed	2014-03-18	Common Stock (118056)	Direct
2013-04-01	Non-Qualified Stock Option (right to buy)	$20.6850	M	77768	Disposed	2014-06-28	Common Stock (77768)	Direct
2013-04-02	Non-Qualified Stock Option (right to buy)	$20.6850	M	72232	Disposed	2014-06-28	Common Stock (72232)	Direct

Footnotes

F1: The option vested over a four-year period beginning on 3/18/04 at the rate of 0 shares on each of the first, second and third anniversaries, and 6,944 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 3/18/04 at the rate of 62,500 shares on each of the first, second and third anniversaries, and 55,556 shares on the fourth anniversary, and was fully vested and exercisable as of the Transaction Date.

F4: All trades occurred within the following one dollar price range: $40.00 to $40.5805. The reported price is the weighted average for trades wthin this range.

F5: The option vests in four equal annual installments of 50,000 shares each beginning on 6/28/04.

F6: The option vested in four equal annual installments of 50,000 shares each beginning on 6/28/04, and was fully vested as of the transaction date.

F7: Includes shares acquired in March 2013 pursuant to the Issuer's Employee Stock Purchase Plan.

F8: All trades occurred within the following one dollar price range: $40.00 to $40.01. The reported price is the weighted average for trades wthin this range.