Autodesk, Inc. — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2014-01-21

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
2014-01-21	Common Stock	M	13750	$43.81	Acquired	48135	Direct
2014-01-21	Common Stock	S	13750	$53.85	Disposed	34385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Non-Qualified Stock Option (right to buy)	$43.81	M	13750	Disposed	2021-03-24	Common Stock (13750)	Direct

Footnotes

F1: The option vests over a four-year period beginning on March 24, 2011, at the rate of 6,875 shares on the first, second and third anniversaries and 4,593 shares on the fourth anniversary.

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.