SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Strayer Pamela J

(Last)

(First)

(Middle)

AUTODESK, INC.

111 MCINNIS PARKWAY

(Street)

SAN RAFAEL

94903

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2011

3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, PAO & Corporate Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,753⁽¹⁾	D
Common Stock	2,754⁽²⁾	I	By Husband

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	06/14/2008⁽³⁾	06/14/2013	Common Stock	5,000	$45.29	D
Non-Qualified Stock Option (right to buy)	12/05/2008⁽³⁾	12/05/2013	Common Stock	5,000	$48.72	D
Non-Qualified Stock Option (right to buy)	04/14/2009⁽³⁾	04/14/2015	Common Stock	1,485	$31.68	D
Non-Qualified Stock Option (right to buy)	09/24/2009⁽⁴⁾	09/24/2015	Common Stock	7,500	$33.6	D
Non-Qualified Stock Option (right to buy)	02/02/2010⁽⁵⁾	02/02/2016	Common Stock	7,500	$16.53	D
Non-Qualified Stock Option (right to buy)	03/25/2011⁽⁶⁾	03/25/2017	Common Stock	15,000	$29.49	D
Non-Qualified Stock Option (right to buy)	03/23/2012⁽⁷⁾	03/23/2021	Common Stock	8,000	$41.62	D
Non-Qualified Stock Option (right to buy)	06/10/2011⁽⁸⁾	06/10/2017	Common Stock	6,000	$27.4	I	By Husband
Non-Qualified Stock Option (right to buy)	03/23/2012⁽⁹⁾	03/23/2021	Common Stock	3,400	$41.62	I	By Husband

Explanation of Responses:

1. Includes 3,800 restricted stock units that will be fully vested on December 2, 2011, and 4,000 restricted stock units that vest over a 3-year period at the rate of. 1,360 shares on 03/06/2012, and 1,320 shares on each of 03/06/2013 and 03/06/2014. The Reporting Person is entitled to receive one share of common stock for each restricted stock unit. In the event the Reporting Person ceases to be a Section 16 Reporting Officer before these shares are fully vested they will be forfeited to the Issuer.

2. Includes 1,750 restricted stock units that will be fully vested on December 7, 2012. The Holder is entitled to receive one share of common stock for each restricted stock unit. In the event the Holder ceases to be a Service Provider before these shares are fully vested they will be forfeited to the Issuer.

3. The option is fully vested and exercisable.

4. The option vests in four equal annual installments of 3,750 shares each beginning on 09/24/2008.

5. The option vests in four equal annual installments of 3,750 shares each beginning on 02/02/2009.

6. The option vests in four equal annual installments of 5,000 shares each beginning on 03/25/2010.

7. The option vests in four equal annual installments of 2,000 shares each beginning on 03/23/2011.

8. The option vests over a 3-year period beginning on 06/10/2010 at the rate of 2,040 shares on the first anniversary and 1,980 shares on each of the second and third anniversaries.

9. The option vests over a 3-year period beginning on 03/23/2011 at the rate of 1,156 shares on the first anniversary and 1,122 shares on each of the second and third anniversaries.

	Nancy R. Thiel, Attorney-in-Fact for Pamela J. Strayer	09/30/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.