Autodesk, Inc. — Director's Dealing 2014

Mar 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2014-03-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-24	Common Stock	M	6875	$43.81	Acquired	46876	Direct
2014-03-24	Common Stock	S	6875	$50.0426	Disposed	40001	Direct
2014-03-24	Common Stock	A	4250	—	Acquired	44251	Direct
2014-03-24	Common Stock	F	2218	$49.74	Disposed	42033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-24	Non-Qualfiied Stock Option (right to buy)	$43.81	M	6875	Disposed	2021-03-24	Common Stock (6875)	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: 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.

F3: Represents shares earned based upon attainment for performance stock unit awards. 4,250 shares subject to PSU vested on attainment on 3/24/2014.

F4: All trades occurred within the following one dollar price range: $49.57 through $50.48. The reported price is the weighted average for trades within this range.