SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Anagnost Andrew
(Last) (First) (Middle)
111 MCINNIS PARKWAY
AUTODESK, INC.
(Street)
SAN RAFAEL CA 94903
(City) (State) (Zip)
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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2021
4. 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 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
Common Stock 08/26/2021 S(1) 1,600 D $308.89(2) 89,853(3)(4) D
Common Stock 08/26/2021 S(1) 1,318 D $310.57(5) 88,535(3)(4) D
Common Stock 08/26/2021 S(1) 526 D $311.51(6) 88,009(3)(4) D
Common Stock 08/26/2021 S(1) 1,224 D $312.61(7) 86,785(3)(4) D
Common Stock 08/26/2021 S(1) 2,152 D $313.84(8) 84,633(3)(4) D
Common Stock 08/26/2021 S(1) 4,116 D $314.97(9) 80,517(3)(4) D
Common Stock 08/26/2021 S(1) 4,325 D $315.93(10) 76,192(3)(4) D
Common Stock 08/26/2021 S(1) 3,340 D $317.29(11) 72,852(3)(4) D
Common Stock 08/26/2021 S(1) 1,943 D $317.94(12) 70,909(3)(4) D
Common Stock 08/26/2021 S(1) 1,845 D $318.78(13) 69,064(3)(4) D
Common Stock 08/26/2021 S(1) 802 D $319.93(14) 68,262(3)(4) D
Common Stock 08/26/2021 S(1) 642 D $321.56(15) 67,620(3)(4) D
Common Stock 08/26/2021 S(1) 124 D $323.99 67,496(3)(4) D
Common Stock 2,434 I Family Trust(16)
Common Stock 4,724 I Spouse
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/28/2021.
2. Shares were sold in various amounts from $308.49 to $309.35 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The total securities beneficially owned includes 56,201 shares of unvested Restricted Stock Units.
4. Reflects 4,724 shares gifted from the Reporting Person to his spouse on June 3, 2021.
5. Shares were sold in various amounts from $310.09 to $310.93 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. Shares were sold in various amounts from $311.13 to $312.02 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. Shares were sold in various amounts from $312.17 to $312.96 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. Shares were sold in various amounts from $313.32 to $314.01 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. Shares were sold in various amounts from $314.42 to $315.40 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. Shares were sold in various amounts from $315.44 to $316.31 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. Shares were sold in various amounts from $316.67 to $317.59 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
12. Shares were sold in various amounts from $317.70 to $318.14 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. Shares were sold in various amounts from $318.70 to $319.58 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
14. Shares were sold in various amounts from $319.76 to $319.99 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
15. Shares were sold in various amounts from $321.17 to $321.99 inclusive. The price listed here reflects the average weighted price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
16. Shares are beneficially owned by the VNTC Cottee Andrew Anagnost and Marie Burkhart Family Support Trust ("Family Trust"), of which Vanguard National Trust Company, Marie Burkhart, and the Reporting Person are trustees. The Reporting Person does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
Remarks:
Melissa Hoge, Attorney-in-Fact for Andrew Anagnost 08/30/2021
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.