Edgar Filing: AUTODESK INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Miller Andrew

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)
VP, Finance, CAO & Controller

(Last)

(First)

(Middle)

111 MCINNIS PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2007

(Street)

SAN RAFAEL, CA 94903

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$ 7.35

08/06/2007

D⁽¹⁾

13,604

06/03/2007⁽²⁾

06/03/2013

Common Stock

13,604

$ 0

Non-Qualified Stock Option (right to buy)

$ 8.13

08/06/2007

A⁽¹⁾

13,604

06/03/2007⁽²⁾

06/03/2013

Common Stock

13,604

$ 0

13,604

Non-Qualified Stock Option (right to buy)

$ 7.35

08/06/2007

D⁽¹⁾

6,396

06/03/2007⁽³⁾

06/03/2013

Common Stock

6,396

$ 0

Non-Qualified Stock Option (right to buy)

$ 8.13

08/06/2007

A⁽¹⁾

6,396

06/03/2007⁽³⁾

06/03/2013

Common Stock

6,396

$ 0

6,396

Incentive Stock Option (right to buy)

$ 16.42

08/06/2007

D⁽¹⁾

6,090

04/05/2008⁽⁴⁾

04/05/2014

Common Stock

6,090

$ 0

Non-Qualified Stock Option (right to buy)

$ 17.525

08/06/2007

A⁽¹⁾

6,090

04/05/2008⁽⁴⁾

04/05/2014

Common Stock

6,090

$ 0

6,090

Non-Qualified Stock Option (right to buy)

$ 16.42

08/06/2007

D⁽¹⁾

18,910

04/05/2007⁽⁵⁾

04/05/2014

Common Stock

18,910

$ 0

Non-Qualified Stock Option (right to buy)

$ 17.525

08/06/2007

A⁽¹⁾

18,910

04/05/2007⁽⁵⁾

04/05/2014

Common Stock

18,910

$ 0

18,910

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Miller Andrew 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903			VP, Finance, CAO & Controller

Signatures

Diane Cree, Attorney-in-Fact for Andrew Miller		08/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported transactions involved an amendment of an outstanding option resulting in a deemed cancellation of the old option and a grant of a replacement option. See the current report on Form 8-K filed with the SEC by Autodesk, Inc. on July 27, 2007 for more information.
(2)	The option vests in four equal annual installments of 13,604 each beginning on June 3, 2003.
(3)	The option vests in four equal annual installments of 6,396 each beginning on June 3, 2003.
(4)	The option vests over a 4-year period beginning on April 5, 2004, at the rate of 0 shares on each of the first, second and third year anniversaries, and 6,090 shares on the fourth year anniversary.
(5)	The option vests over a 4-year period beginning on April 5, 2004, at the rate of 12,500 shares on each of the first, second and third year anniversaries, and 6,410 shares on the fourth year anniversary.

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