0000950142-16-003316.txt : 20160314 0000950142-16-003316.hdr.sgml : 20160314 20160314210023 ACCESSION NUMBER: 0000950142-16-003316 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160311 FILED AS OF DATE: 20160314 DATE AS OF CHANGE: 20160314 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: 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: 161505369 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: 161505370 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: 161505371 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 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: 161505372 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 es1600395_4-ferguson.xml OWNERSHIP DOCUMENT X0306 4 2016-03-11 0 0000769397 AUTODESK INC ADSK 0001658919 Ferguson Scott D. 399 PARK AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks 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 Common Stock, par value $0.01 ("Shares") 2016-03-11 4 A 0 8042 0 A 8042 D 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. 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. As described in Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on March 11, 2016, on March 10, 2016, Sachem Head entered into an agreement with Eminence Capital, LP (the "Termination Agreement"), pursuant to which the Reporting Persons ceased to be a group with the Eminence Persons (as defined in the Schedule 13D filed by the Reporting Persons on November 16, 2015). As a result of the Termination Agreement, the Reporting Persons shall no longer be deemed to be part of a group that beneficially owns more than 10% of the outstanding shares of common stock of the Issuer. Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas GP LLC and Sachem Head GP LLC and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization. /s/ Michael D. Adamski, as Attorney-in-Fact 2016-03-14 /s/ Michael D. Adamski, as General Counsel 2016-03-14 /s/ Michael D. Adamski, as General Counsel 2016-03-14 /s/ Michael D. Adamski, as General Counsel 2016-03-14