0000950142-15-002547.txt : 20151202
0000950142-15-002547.hdr.sgml : 20151202
20151202190837
ACCESSION NUMBER: 0000950142-15-002547
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151201
FILED AS OF DATE: 20151202
DATE AS OF CHANGE: 20151202
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14338
FILM NUMBER: 151265974
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14338
FILM NUMBER: 151265975
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14338
FILM NUMBER: 151265976
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14338
FILM NUMBER: 151265977
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
4
1
es1501410_4-autodesk.xml
OWNERSHIP DOCUMENT
X0306
4
2015-12-01
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")
2015-12-01
4
X
0
9190000
A
12890000
I
Please see footnotes
Call Option ("right to purchase")
30.00
2015-12-01
4
X
0
9190000
0
D
2017-04-10
Shares
9190000
0
I
Please see footnotes
Put Option ("obligation to purchase")
30.00
2015-12-01
4
E
0
9190000
0
D
2017-04-10
2017-04-10
Cash settled
9190000
0
I
Please see footnotes
Includes 3,192,875 Shares directly owned by Sachem Head LP ("SH"), 3,982,125 Shares directly owned by Sachem Head Master LP ("SHM") and 5,715,000 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 12,890,000 Shares directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 7,175,000 Shares 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.
SH directly owned 2,147,125 American-style call options (the "Call Options"), SHM directly owned 2,677,875 Call Options and Sagamore Master II directly owned 4,365,000 Call Options. On December 1, 2015, each of the Sachem Head Funds exercised all of its respective Call Options, and thereby acquired 2,147,125 Shares, 2,677,875 Shares and 4,365,000 Shares, respectively.
SH directly wrote 2,147,125 European-style put options (the "Put Options"), SHM directly wrote 2,677,875 Put Options and Sagamore Master II directly wrote 4,365,000 Put Options. On December 1, 2015, upon exercise by each of the Sachem Head Funds of all of its respective Call Options, all of the Put Options terminated in accordance with their terms.
The exercise price of the Call Options was $30.00.
The Call Options were acquired between October 9, 2015 and November 4, 2015 and were 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). The Reporting Persons disclaim any pecuniary interest in the securities held by the Eminence Persons.
/s/ Michael D. Adamski, as General Counsel
2015-12-02
/s/ Michael D. Adamski, as General Counsel
2015-12-02
/s/ Michael D. Adamski, as General Counsel
2015-12-02
/s/ Michael D. Adamski, as Attorney-in-Fact
2015-12-02