0000950142-15-002483.txt : 20151123 0000950142-15-002483.hdr.sgml : 20151123 20151123190557 ACCESSION NUMBER: 0000950142-15-002483 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151113 FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTODESK INC CENTRAL INDEX KEY: 0000769397 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942819853 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4155075000 MAIL ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferguson Scott D. CENTRAL INDEX KEY: 0001658919 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 151250842 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head GP LLC CENTRAL INDEX KEY: 0001658917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 151250843 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Uncas GP LLC CENTRAL INDEX KEY: 0001658906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 151250844 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head Capital Management LP CENTRAL INDEX KEY: 0001582090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 151250845 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 es1501372_3-autodesk.xml OWNERSHIP DOCUMENT X0206 3 2015-11-13 0 0000769397 AUTODESK INC ADSK 0001582090 Sachem Head Capital Management LP 399 PARK AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001658906 Uncas GP LLC 399 PARK AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001658917 Sachem Head GP LLC 399 PARK AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001658919 Ferguson Scott D. 399 PARK AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks Common Stock, par value $0.01 ("Shares") 3700000 I Please see footnotes Call Option ("right to purchase") 30.00 2017-04-10 Common Stock 9190000 I Please see footnotes Put Option ("obligation to purchase") 30.00 2017-04-10 2017-04-10 Common Stock 9190000 I Please see footnotes In addition to Sachem Head Capital Management LP ("Sachem Head"), this Form 3 is being filed jointly by Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP") and Scott D. Ferguson, each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it. Includes 1,045,750 Shares directly owned by Sachem Head LP ("SH"), 1,304,250 Shares directly owned by Sachem Head Master LP ("SHM") and 1,350,000 Shares directly owned by SH Sagamore Master II Ltd. ("Sagamore Master II" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 3,700,000 Shares, 9,190,000 Call Options (as defined below) and 9,190,000 Put Options (as defined below) directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 2,350,000 Shares, 4,825,000 Call Options and 4,825,000 Put Options directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. Includes 2,147,125 American-style call options (the "Call Options") directly owned by SH, 2,677,875 Call Options directly owned by SHM and 4,365,000 Call Options directly owned by Sagamore Master II. The Call Options reference an aggregate of 9,190,000 Shares, have an exercise price of $30.00 and expire on April 10, 2017. Includes 2,147,125 European-style put options (the "Put Options") written by SH, 2,677,875 Put Options written by SHM and 4,365,000 Put Options written by Sagamore Master II. The Put Options reference an aggregate of 9,190,000 Shares, have an exercise price of $30.00 and expire on April 10, 2017, provided that the exercise, termination or transfer of the Call Options will reduce the number of Put Options by the number of Call Options so exercised, terminated or transferred. The Call Options were acquired between October 9, 2015 and November 4, 2015 and are exercisable on the date of acquisition. The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(d) group with Eminence Capital, 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. The securities reported herein do not include any securities held by the Eminence 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 Eminence Persons. /s/ Michael D. Adamski, as General Counsel_______________________________________________ 2015-11-23 /s/ Michael D. Adamski, as General Counsel_______________________________________________ 2015-11-23 /s/ Michael D. Adamski, as General Counsel_______________________________________________ 2015-11-23 /s/ Michael D. Adamski, as Attorney-in-Fact_______________________________________________ 2015-11-23