Autodesk, Inc. — Director's Dealing 2013

Nov 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-11-07

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
2013-11-07	Common Stock	M	22502	$32.90	Acquired	56887	Direct
2013-11-07	Common Stock	S	22502	$42.94	Disposed	34385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-07	Non-Qualified Stock Option (right to buy)	$32.90	M	19460	Disposed	2014-03-12	Common Stock (19460)	Direct
2013-11-07	Incentive Stock Option (right to buy)	$32.90	M	3042	Disposed	2014-03-12	Common Stock (3042)	Direct

Footnotes

F1: The option vested in annual installments over a four year period beginning on March 12, 2008, 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 April 2, 2013.