Autodesk, Inc. — Director's Dealing 2015

Nov 24, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2015-11-13

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 ("Shares")	3700000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option ("right to purchase")	$30.00	2017-04-10	Common Stock (9190000)		Indirect
Put Option ("obligation to purchase")	$30.00	2017-04-10	Common Stock (9190000)		Indirect

Footnotes

F1: In addition to Sachem Head Capital Management LP ("Sachem Head"), this Form 3 is being filed jointly by Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP") and Scott D. Ferguson, each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.

F2: Includes 1,045,750 Shares directly owned by Sachem Head LP ("SH"), 1,304,250 Shares directly owned by Sachem Head Master LP ("SHM") and 1,350,000 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.

F3: 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 3,700,000 Shares, 9,190,000 Call Options (as defined below) and 9,190,000 Put Options (as defined below) directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 2,350,000 Shares, 4,825,000 Call Options and 4,825,000 Put Options 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.

F4: Includes 2,147,125 American-style call options (the "Call Options") directly owned by SH, 2,677,875 Call Options directly owned by SHM and 4,365,000 Call Options directly owned by Sagamore Master II. The Call Options reference an aggregate of 9,190,000 Shares, have an exercise price of $30.00 and expire on April 10, 2017.

F5: Includes 2,147,125 European-style put options (the "Put Options") written by SH, 2,677,875 Put Options written by SHM and 4,365,000 Put Options written by Sagamore Master II. The Put Options reference an aggregate of 9,190,000 Shares, have an exercise price of $30.00 and expire on April 10, 2017, provided that the exercise, termination or transfer of the Call Options will reduce the number of Put Options by the number of Call Options so exercised, terminated or transferred.

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