Autodesk, Inc. — Director's Dealing 2016

Mar 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2016-03-11

Reporting Person: Ferguson Scott D. (Director, 10% Owner, See Remarks)
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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Common Stock, par value $0.01 ("Shares")	A	8042	—	Acquired	8042	Direct

Footnotes

F1: Scott D. Ferguson was granted an initial grant of 8,042 restricted stock units, as determined by dividing $450,000 by the closing price of the Issuer's common stock on the date of the grant. Mr. Ferguson is entitled to receive one share of the Issuer's common stock for each restricted stock unit. These restricted stock units are granted pursuant to the 2012 Outside Directors' Stock Plan, and vest as to approximately one-third of the shares on an annual basis over a three-year period beginning on March 10, 2016.

F2: Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.