INTUIT INC. — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTUIT INC (INTU)
CIK: 0000896878
Period of Report: 2011-12-30

Reporting Person: BATCHELDER DAVID H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	S	194037	$52.83	Disposed	2045365	Indirect
2012-01-03	Common Stock	S	146751	$53.00	Disposed	1898614	Indirect
2012-01-03	Common Stock	S	30800	$53.69	Disposed	1867814	Indirect
2012-01-01	Common Stock	M	4291	—	Acquired	12230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Restricted Stock Unit	$	M	1855	Disposed		Common Stock (1855)	Direct
2012-01-01	Restricted Stock Unit	$	M	1218	Disposed		Common Stock (1218)	Direct
2012-01-01	Restricted Stock Unit	$	M	1218	Disposed		Common Stock (1218)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $52.75 to $52.94. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trades at prices ranging from $52.50 to $53.49. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $53.50 to $53.79. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Mr. Batchelder is a Principal of Relational Investors, LLC ("RILLC"). RILLC is the record owner of 200 shares and sole general partner, or sole managing member of the general partner of Relational Investors LP, Relational Fund Partners, LP, Relational Coast Partners, LP, RH Fund I, LP, RH Fund 6, LP, Relational Investors VIII, LP, Relational Investors IX, LP, Relational Investors, X, LP, Relational Investors, XV, LP, Relational Investors XVI, LP, Relational Investors XX, LP, Relational Investors XXII, LP, Relational Investors XXIII, LP, and Relational Investors Alpha Fund I, LP. These Limited Partnerships own a total of 1,471,421 shares. An additional 396,193 shares are held in accounts managed by RILLC. Mr. Batchelder disclaims beneficiary ownership of these securities to the extent of his pecuniary interest therein.

F5: 1-for-1

F6: Represents vesting date for Restricted Stock Units.

F7: Restricted Stock Units have no expiration date; they either vest or are canceled prior to vest date.