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