SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SUTTON MIKE

(Last) (First) (Middle)
111 MCINNIS PARKWAY

(Street)
SAN RAFAEL CA 94903

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Ex VP, Business Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/18/2004 M 250,000 A $19.5938 255,300 D
Common Stock 03/18/2004 S 250,000 D $28.5 5,300 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $19.5938 03/18/2004 M 10,204 06/25/2003 06/25/2008 Common Stock 10,204 $0 0 D
Non-Qualified Stock Option (right to buy) $19.5938 03/18/2004 M 239,796 06/25/2003 06/25/2008 Common Stock 239,796 $0 0 D
Incentive Stock Option (right to buy) $28.8 03/18/2004 A 3,472 03/18/2008(1) 03/18/2014 Common Stock 3,472 $0 3,472 D
Non-Qualified Stock Option (right to buy) $28.8 03/18/2004 A 56,528 03/18/2005(2) 03/18/2014 Common Stock 56,528 $0 56,528 D
Explanation of Responses:
1. The option vests over a 4-year period beginning on 03/18/2004 at the rate of 0 on each of the first, second and third anniversaries, and 3472 on the fourth anniversary.
2. The option vests over a 4-year period beginning on 03/18/2004 at the rate of 15000 on each of the first, second and third anniversaries, and 11528 on the fourth anniversary.
Nancy R. Thiel, Attorney-in-fact for Mike Sutton 03/22/2004
** 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 4 (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).
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