Autodesk, Inc. — Director's Dealing 2013

Mar 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2013-03-20

Reporting Person: BECKER JAN (Sr VP, Human Res, Corp RE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-20	Common Stock	M	18752	$16.53	Acquired	76428	Direct
2013-03-20	Common Stock	S	18752	$41.00	Disposed	57676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-20	Incentive Stock Option (right to buy)	$16.53	M	6051	Disposed	2016-02-02	Common Stock (6051)	Direct
2013-03-20	Non-Qualified Stock Option (right to buy)	$16.53	M	12701	Disposed	2016-02-02	Common Stock (12701)	Direct

Footnotes

F1: The option vested over a 4-year period beginning on 02/02/2009 at the rate of 1 share on the first anniversary, 0 shares on the second anniversary, 1 share on the third anniversary, and 6,049 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.

F2: The option vested over a 4-year period beginning on 02/02/2009 at the rate of 18,749 shares on the first anniversary, 18,750 shares on the second anniversary, 18,749 shares on the third anniversary, and 12,701 shares on the fourth anniversary. The option was fully vested and exercisable as of the Transaction Date.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 4, 2012.