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: Di Fronzo Pascal W (Sr. VP, Gen'l Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-25	Common Stock	A	15000	—	Acquired	44300	Direct
2014-03-26	Common Stock	M	15000	$29.50	Acquired	59300	Direct
2014-03-26	Common Stock	S	15000	$49.8489	Disposed	44300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-26	Non-Qualified Stock Option (right to buy)	$29.50	M	11611	Disposed	2017-03-26	Common Stock (11611)	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 April 2, 2013.

F3: 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 5,100 shares on 3/5/2015, 4,950 shares on 3/11/16, and 4,950 shares on 3/10/17.

F4: All trades occurred within the following one dollar price range: $49.54 through $50.29. The reported price is the weighted average for trades within this range.