Autodesk, Inc. — Director's Dealing 2015

Nov 23, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: EMINENCE CAPITAL, LP (10% Owner, See explanation of responses)
Reporting Person: Eminence GP, LLC (10% Owner, See explanation of responses)
Reporting Person: Sandler Ricky C (10% Owner, See explanation of responses)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share ("Common Stock")	12399027	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option (right to buy)	$35.00	2017-01-11	Common Stock (683561)		Indirect
Short Put Option (obligation to buy)	$35.00	2017-01-11	Common Stock (683561)		Indirect
Cash Settled Total Return Swaps	$45.76	2017-10-12	Common Stock (210890)		Indirect
Cash Settled Total Return Swaps	$45.74	2017-10-12	Common Stock (264439)		Indirect
Cash Settled Total Return Swaps	$61.75	2017-11-16	Common Stock (177051)		Indirect

Footnotes

F1: The securities disclosed in this Form 3 may be deemed to be indirectly beneficially owned by Eminence Capital, LP ("Eminence Capital"). The securities are directly held by Eminence Partners, L.P. ("Eminence I"), Eminence Partners II, L.P. ("Eminence II"), Eminence Partners Leveraged, L.P. ("Eminence Leveraged"), Eminence Eaglewood Master, L.P. ("Eminence Eaglewood"), Eminence Partners Long, L.P. ("Eminence Long"), EC Co-Invest I, LP ("EC Co-Invest" and together with Eminence I, Eminence II, Eminence Leveraged, Eminence Eaglewood and Eminence Long, the "Partnerships"), Eminence Fund Master, Ltd. ("Eminence Offshore Master Fund"), Eminence Fund Leveraged Master, Ltd.

F2: (Continued from footnote 1) ("Eminence Offshore Leveraged Master Fund" and, together with Eminence Offshore Master Fund, the "Master Funds"), Eminence Fund Long, Ltd. ("Eminence Offshore Long" and, together with the Partnerships and the Master Funds, the "Eminence Funds"), a separately managed account (the "SMA") and the family accounts and other related accounts over which Ricky C. Sandler ("Mr. Sandler") has investment discretion (the "Family Accounts"). Eminence Capital may be deemed to be the indirect beneficial owner of such securities by virtue of its position as the investment manager to the Eminence Funds and the investment adviser to the SMA. In addition, Eminence GP, LLC ("Eminence GP") may be deemed to be the indirect beneficial owner of such securities held by the Partnerships and the Master Funds by virtue of its position as the general partner or manager of the Partnerships and the Master Funds, as applicable.

F3: (Continued from footnote 2) Mr. Sandler may be deemed to be the indirect beneficial owner of such shares held by the Eminence Funds, the SMA and the Family Accounts by virtue of his direct and indirect control of Eminence Capital, Eminence GP and the Family Accounts. For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.

F4: The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(d) group with Sachem Head Capital Management LP and certain other entities as disclosed in a Schedule 13D filed on behalf of the Reporting Persons on November 16, 2015 (the "November 16 13D"). As of November 13, 2015, the members of this Section 13(d) group collectively owned more than 10% of the Issuer's outstanding shares of Common Stock. The securities reported herein do not include any securities held by the Sachem Head Persons (as defined in the November 16 13D), as such shares are being reported in a separate Form 3 filing. The Reporting Persons disclaim any pecuniary interest in the securities held by the Sachem Head Persons.

F5: Exercisable at any time up to and including the expiration date.

F6: Exercisable at any time up to and including the expiration date.

F7: The total return swaps provide for cash settlement at any time up to and including their expiration date. The swaps do not give the Reporting Perons direct or indirect voting, investment or dispositve control over any securities of the Issuer and do not require the counterparty to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time by the counterparty to the contracts.