Autodesk, Inc. - Director's Dealing 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2015-02-23

Reporting Person: Underwood Paul D. (VP, PAO & Corporate Controller)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	M	8000	$41.62	Acquired	17385	Direct
2015-02-23	Common Stock	M	2500	$28.56	Acquired	19885	Direct
2015-02-23	Common Stock	S	10500	$61.6613	Disposed	9385	Direct
2015-02-23	Common Stock	S	54	$62.42	Disposed	9331	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Stock Option (Right to Buy)	$41.62	M	8000	Disposed	2021-03-23	Common Stock (8000)	Direct
2015-02-23	Stock Option (Right to Buy)	$28.56	M	2500	Disposed	2021-09-21	Common Stock (2500)	Direct

F1: Includes shares acquired in September 2014 pursuant to the Issuer's Employee Stock Purchase Plan.

F2: The total securities beneficially owned includes 7,960 shares of unvested restricted stock units.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2014.

F4: Shares were sold in various amounts between $61.42 and $62.31 inclusive. The price listed here reflects the average weighted price.