rrd60575_68378.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TX8PxbpDLHEFD4yKMUU6zfPFbL7UUFGxUTlJFjaiUc7cX8a2a6kcpRJqL6bOuTVb ghz3zUVGBrhDufr9Pin9Hw== 0001181431-05-014738.txt : 20050307 0001181431-05-014738.hdr.sgml : 20050307 20050307115526 ACCESSION NUMBER: 0001181431-05-014738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 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: BARTZ CAROL CENTRAL INDEX KEY: 0001197640 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 05663157 BUSINESS ADDRESS: STREET 1: AUTODESK, INC. STREET 2: 111 MC INNIS PARKWAY CITY: SAN RAFAEL STATE: CA ZIP: 94903 4 1 rrd71314.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ON FORM 4 X0202 4 2005-03-03 0 0000769397 AUTODESK INC ADSK 0001197640 BARTZ CAROL 111MCINNIS PARKWAY SAN RAFAEL CA 94903 1 1 0 0 Chairman, President & CEO Common Stock 2005-03-03 4 M 0 50000 9.125 A 1049884 D Common Stock 2005-03-03 4 S 0 10000 29.535 D 1039884 D Common Stock 2005-03-03 4 S 0 10000 29.4854 D 1029884 D Common Stock 2005-03-03 4 S 0 10000 29.5013 D 1019884 D Common Stock 2005-03-03 4 S 0 10000 29.5030 D 1009884 D Common Stock 2005-03-03 4 S 0 10000 29.2806 D 999884 D Non-Qualified Stock Option (right to buy) 9.125 2005-03-03 4 M 0 50000 0.00 D 1999-03-20 2006-03-20 Common Stock 50000 62528 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2004. The option vests in three equal annual installments of 69,044 shares beginning on March 20, 1996. Andrew Chew, Attorney-in-fact for Carol Bartz 2005-03-07 EX-24. 2 rrd60575_68378.htm POWER OF ATTORNEY rrd60575_68378.html

POWER OF ATTORNEY
      The undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"), hereby constitutes and appoints Nancy Thiel and Andrew Chew and each of them, the undersigned's true and lawful attorney-in-fact to:
1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.
      The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).
      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2005.

/s/  Carol Bartz
Printed Name: Carol Bartz

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