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*
Chin Moonhie

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

(Street)
SAN RAFAEL CA 94903

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2007
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)
Sr. VP, SP&O
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 13,979 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) 12/17/1999(1) 12/17/2008 Common Stock 10,352 9.6563 D
Non-Qualified Stock Option (right to buy) 12/17/1999(2) 12/17/2008 Common Stock 19,296 9.6563 D
Incentive Stock Option (right to buy) 03/20/2002(3) 03/20/2011 Common Stock 10,000 8.1407 D
Incentive Stock Option (right to buy) 09/20/2002(4) 09/20/2011 Common Stock 2,360 7.875 D
Non-Qualified Stock Option (right to buy) 09/02/2002(5) 09/20/2011 Common Stock 7,640 7.875 D
Incentive Stock Option (right to buy) 03/08/2003(6) 03/08/2012 Common Stock 9,088 11 D
Non-Qualified Stock Option (right to buy) 03/08/2003(7) 03/08/2012 Common Stock 10,912 11 D
Incentive Stock Option (right to buy) 09/26/2003(8) 09/26/2012 Common Stock 4 6.36 D
Non-Qualified Stock Option (right to buy) 09/26/2003(9) 09/26/2012 Common Stock 14,996 6.36 D
Incentive Stock Option (right to buy) 03/13/2004(10) 03/13/2013 Common Stock 5,000 7.365 D
Non-Qualified Stock Option (right to buy) 03/13/2004(11) 03/13/2013 Common Stock 5,000 7.365 D
Incentive Stock Option (right to buy) 09/25/2004(12) 09/25/2013 Common Stock 7,240 8.725 D
Non-Qualified Stock Option (right to buy) 09/25/2004(13) 09/25/2013 Common Stock 22,760 8.725 D
Incentive Stock Option (right to buy) 03/18/2005(14) 03/18/2014 Common Stock 6,944 14.4 D
Non-Qualified Stock Option (right to buy) 03/18/2005(15) 03/18/2014 Common Stock 53,056 14.4 D
Non-Qualified Stock Option (right to buy) 02/10/2006(16) 02/10/2012 Common Stock 35,000 29.37 D
Non-Qualified Stock Option (right to buy) 03/09/2007(17) 03/09/2012 Common Stock 25,000 38 D
Explanation of Responses:
1. The option vests over a 5-year period beginning on 12/17/1998 at the rate of 0 shares on the first anniversary, 4,088 shares on the second anniversary and 10,352 shares on each of the third, fourth and fifth anniversaries.
2. The option vests over a 5-year period beginning on 12/17/1998 at the rate of 20,000 shares on the first anniversary, 35,912 shares on the second anniversary and 29,648 shares on each of the third, fourth and fifth anniversaries.
3. The option vests over a 4-year period beginning on 03/20/2001 at the rate of 0 shares on each of the first, second and third anniversaries, and 10,000 shares on the fourth anniversary.
4. The option vests over a 4-year period beginning on 09/20/2001 at the rate of 0 shares on each of the first, second and third anniversaries, and 2,360 shares on the fourth anniversary.
5. The option vests over a 4-year period beginning on 09/20/2001 at the rate of 10,000 shares on each of the first, second and third anniversaries, and 7,640 shares on the fourth anniversary.
6. The option vests over a 4-year period beginning on 03/08/2002 at the rate of 0 shares on each of the first, second and third anniversaries, and 9,088 shares on the fourth anniversary.
7. The option vests over a 4-year period beginning on 03/08/2002 at the rate of 10,000 shares on each of the first, second and third anniversaries, and 912 shares on the fourth anniversary.
8. The option vests over a 4-year period beginning on 09/26/2002 at the rate of 0 shares on each of the first, second and third anniversaries, and 4 shares on the fourth anniversary.
9. The option vests over a 4-year period beginning on 09/26/2002 at the rate of 7,500 shares on each of the first, second and third anniversaries, and 7,496 shares on the fourth anniversary.
10. The option vests over a 4-year period beginning on 03/13/2003 at the rate of 0 shares on each of the first, second and third anniversaries, and 5,000 shares on the fourth anniversary.
11. The option vests in three equal annual installments of 5,000 shares beginning on 03/13/2003.
12. The option vests over a 4-year period beginning on 09/25/2003 at the rate of 0 shares on each of the first, second and third anniversaries, and 7,240 shares on the fourth anniversary.
13. The option vests over a 4-year period beginning on 09/25/2003 at the rate of 10,000 shares on each of the first, second and third anniversaries, and 2,760 shares on the fourth anniversary.
14. The option vests over a 4-year period beginning on 03/18/2004 at the rate of 0 shares on each of the first, second and third anniversaries, and 6,944 shares on the fourth anniversary.
15. The option vests over a 4-year period beginning on 03/18/2004 at the rate of 15,000 shares on each of the first, second and third anniversaries, and 8,056 shares on the fourth anniversary.
16. The option vests in four equal annual installments of 8,750 shares beginning on 02/10/2005.
17. The option vests in four equal annual installments 6,250 shares beginning on 03/09/2006.
Nancy R. Thiel, Attorney-in-fact Moonhie Chin 04/02/2007
** 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).
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POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Autodesk,
Inc. (the "Company"), hereby constitutes and appoints
Nancy Thiel, Diane Cree and Andrew Chew and each
of them, the undersigned's true and lawful attorney-in-fact to:
1. complete and execute Form ID and 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 a 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 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 27th day of March, 2007.


Signature:	/s/ Moonhie Chin
Print Name:	Moonhie Chin