Autodesk, Inc. — Director's Dealing 2017

Jun 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTODESK INC (ADSK)
CIK: 0000769397
Period of Report: 2017-06-14

Reporting Person: Ferguson Scott D. (Director, See Remarks)
Reporting Person: Sachem Head Master LP (See Remarks)
Reporting Person: Uncas GP LLC (See Remarks)
Reporting Person: Sachem Head GP LLC (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-14	Common Stock	A	2354	—	Acquired	10396	Direct
2017-06-14	Common Stock	A	847	—	Acquired	11243	Direct

Footnotes

F1: Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted annually under the 2012 Outside Directors' Stock Plan, vest on the date of the next annual meeting.

F2: Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted in lieu of Mr. Ferguson's annual fee retainer, vest on the date of the next annual meeting.

F3: 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.

F4: The total securities beneficially owned includes 8,562 shares of unvested Restricted Stock Units. In addition to the 11,243 shares of Common Stock owned directly by Mr. Ferguson, Mr. Ferguson as managing partner of Sachem Head and the managing member of each of Uncas GP LLC ("Uncas") and Sachem Head GP LLC ("Sachem Head GP"), may be deemed to beneficially own 12,890,000 shares of Common Stock owned in the aggregate by certain affiliated investment funds of Sachem Head, Uncas and Sachem Head GP. Accordingly, the total ownership, in the aggregate, Mr. Ferguson may be deemed to beneficially own is 12,901,243 shares of Common Stock.