Autodesk, Inc. — Director's Dealing 2013

Dec 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-12-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Common Stock	M	13750	$43.81	Acquired	75886	Direct
2013-12-20	Common Stock	S	13750	$48.85	Disposed	62136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-20	Non-Qualfiied Stock Option (right to buy)	$43.81	M	13750	Disposed	2021-03-24	Common Stock (13750)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 4, 2013.

F2: Includes shares acquired in September 2013 pursuant to the Issuer's Employee Stock Purchase Plan.

F3: The option vests over a 4-year period beginning on 03/24/2011 at the rate of 6,875 shares on each of the first, second and third anniversaries, and 4,593 shares on the fourth anniversary.