Sec Form 4 Filing - Ferguson Scott D. @ AUTODESK INC - 2017-06-14

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 Ferguson Scott D. 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 _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 250 WEST 55TH STREET, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2017 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/14/2017 A 2,354 ( 1 ) A $ 0 10,396 ( 4 ) D ( 3 ) Common Stock 06/14/2017 A 847 ( 2 ) A $ 0 11,243 ( 4 ) D ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferguson Scott D. 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 X See Remarks Sachem Head Master LP 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 See Remarks Uncas GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 See Remarks Sachem Head GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 See Remarks Signatures /s/ Michael D. Adamski, as Attorney-in-Fact 06/16/2017 Signature of Reporting Person Date /s/ Michael D. Adamski, as Attorney-in-Fact 06/16/2017 Signature of Reporting Person Date /s/ Michael D. Adamski, as Attorney-in-Fact 06/16/2017 Signature of Reporting Person Date /s/ Michael D. Adamski, as Attorney-in-Fact 06/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted annually under the 2012 Outside Directors' Stock Plan, vest on the date of the next annual meeting. ( 2 )Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted in lieu of Mr. Ferguson's annual fee retainer, vest on the date of the next annual meeting. ( 3 )Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. ( 4 )The total securities beneficially owned includes 8,562 shares of unvested Restricted Stock Units. In addition to the 11,243 shares of Common Stock owned directly by Mr. Ferguson, Mr. Ferguson as managing partner of Sachem Head and the managing member of each of Uncas GP LLC ("Uncas") and Sachem Head GP LLC ("Sachem Head GP"), may be deemed to beneficially own 12,890,000 shares of Common Stock owned in the aggregate by certain affiliated investment funds of Sachem Head, Uncas and Sachem Head GP. Accordingly, the total ownership, in the aggregate, Mr. Ferguson may be deemed to beneficially own is 12,901,243 shares of Common Stock.

Remarks: Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas and Sachem Head GP and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.

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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