Autodesk, Inc. — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2015-12-01

Reporting Person: Sachem Head Capital Management LP (10% Owner, See Remarks)
Reporting Person: Uncas GP LLC (10% Owner, See Remarks)
Reporting Person: Sachem Head GP LLC (10% Owner, See Remarks)
Reporting Person: Ferguson Scott D. (10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock, par value $0.01 ("Shares")	X	9190000	—	Acquired	12890000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-01	Call Option ("right to purchase")	$30.00	X	9190000	Disposed	2017-04-10	Shares (9190000)	Indirect
2015-12-01	Put Option ("obligation to purchase")	$30.00	E	9190000	Disposed	2017-04-10	Cash settled (9190000)	Indirect

Footnotes

F1: Includes 3,192,875 Shares directly owned by Sachem Head LP ("SH"), 3,982,125 Shares directly owned by Sachem Head Master LP ("SHM") and 5,715,000 Shares directly owned by SH Sagamore Master II Ltd. ("Sagamore Master II" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.

F2: Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 12,890,000 Shares directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 7,175,000 Shares directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.

F3: SH directly owned 2,147,125 American-style call options (the "Call Options"), SHM directly owned 2,677,875 Call Options and Sagamore Master II directly owned 4,365,000 Call Options. On December 1, 2015, each of the Sachem Head Funds exercised all of its respective Call Options, and thereby acquired 2,147,125 Shares, 2,677,875 Shares and 4,365,000 Shares, respectively.

F4: SH directly wrote 2,147,125 European-style put options (the "Put Options"), SHM directly wrote 2,677,875 Put Options and Sagamore Master II directly wrote 4,365,000 Put Options. On December 1, 2015, upon exercise by each of the Sachem Head Funds of all of its respective Call Options, all of the Put Options terminated in accordance with their terms.

F5: The exercise price of the Call Options was $30.00.

F6: The Call Options were acquired between October 9, 2015 and November 4, 2015 and were exercisable on the date of acquisition.