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

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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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