Autodesk, Inc. — Director's Dealing 2013

Mar 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-03-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-25	Common Stock	A	15002	—	Acquired	84866	Direct
2013-03-25	Common Stock	F	2662	$40.38	Disposed	82204	Direct
2013-03-27	Common Stock	M	18750	$29.50	Acquired	100954	Direct
2013-03-27	Common Stock	S	18750	$40.5315	Disposed	82204	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-27	Non-Qualfiied Stock Option (right to buy)	$29.50	M	18750	Disposed	2017-03-26	Common Stock (18750)	Direct

Footnotes

F1: Represents shares earned based upon performance stock unit (PSU) attainment. 5,101 shares subject to the PSU vested on attainment on 3/25/2013, 4,951 shares subject to the PSU vest on 3/6/2014 and 4,950 shares subject to the PSU vest on 3/5/2015.

F2: The option vests over a 4-year period beginning on 03/26/2010 at the rate of 18,750 shares on each of the first, second and third anniversaries, and 15,361 shares on the fourth anniversary.

F3: 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.

F4: All trades occurred within the following one dollar price range: $40.35 through $40.63. The reported price is the weighted average for trades within this range.