Sec Form 4 Filing - BASS CARL @ AUTODESK INC - 2017-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BASS CARL 2. Issuer Name and Ticker or Trading Symbol AUTODESK INC [ ADSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 111 MCINNIS PKWY 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2017 (Street) SAN RAFAEL, CA94903 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/11/2017 M 2,282 A $ 43.81 118,894 ( 1 ) D Common Stock 01/11/2017 M 97,718 A $ 43.81 216,612 ( 1 ) D Common Stock 01/11/2017 S( 2 ) 100,000 D $ 79.8415 ( 3 ) 116,612 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 43.81 01/11/2017 M 2,282 03/24/2015( 4 ) 03/24/2021 Common Stock 2,282 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 43.81 01/11/2017 M 97,718 03/24/2012( 5 ) 03/24/2021 Common Stock 97,718 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BASS CARL 111 MCINNIS PKWY SAN RAFAEL, CA94903 X Chief Executive Officer Signatures Andy Sewell, Attorney-in-Fact for Carl Bass 01/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total securities beneficially owned includes 112,833 shares of unvested restricted stock units. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 23, 2016. ( 3 )Shares were sold in various amounts from $79.18 to $80.15 inclusive. The price listed here reflects the average weighted price. ( 4 )The option vests over a four-year period beginning on 03/24/2011 at the rate of 0 shares on each of the first, second, and third anniversaries, and 2,282 shares on the fourth anniversary. ( 5 )The option vests over a four-year period beginning on 03/24/2011 at the rate of 75,000 shares on each of the first, second, and third anniversaries, and 72,718 shares on the fourth anniversary.

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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