Autodesk, Inc. — Director's Dealing 2014

Mar 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2014-03-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-25	Common Stock	A	20000	—	Acquired	62033	Direct
2014-03-26	Common Stock	M	18750	$29.50	Acquired	80783	Direct
2014-03-26	Common Stock	S	18650	$49.8328	Disposed	62133	Direct
2014-03-26	Common Stock	S	100	$50.34	Disposed	62033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-26	Non-Qualfiied Stock Option (right to buy)	$29.50	M	15361	Disposed	2017-03-26	Common Stock (15361)	Direct
2014-03-26	Incentive Stock Option (right to buy)	$29.50	M	3389	Disposed	2017-03-26	Common Stock (3389)	Direct

Footnotes

F1: The option vested over a four year period beginning on March 26, 2010, 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 January 4, 2013.

F3: All trades occurred within the following one dollar price range: $49.33 through $50.33. The reported price is the weighted average for trades within this range.

F4: The Reporting Person is entitled to receive one share of Common Stock for each Restricted Stock Unit. These are Restricted Stock Units that vest over a 3-year period beginning on 3/25/14 at the rate of 6,800 shares on 3/5/2015, 6,600 shares on 3/11/16, and 6,600 shares on 3/10/17.