SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Kross Robert
(Last) (First) (Middle)
111 MCINNIS PARKWAY
(Street)
SAN RAFAEL CA 94903
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2007 		3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, MSD
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 12,550 D
Common Stock 80(13) I By Son
Common Stock 80(13) I By Daughter
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) 07/19/2003(1) 07/19/2012 Common Stock 10,002 $6.26 D
Non-Qualified Stock Option (right to buy) 07/19/2003(2) 07/19/2012 Common Stock 4,998 $6.26 D
Incentive Stock Option (right to buy) 08/13/2003(3) 08/13/2012 Common Stock 5,002 $5.45 D
Non-Qualified Stock Option (right to buy) 08/13/2003(4) 08/13/2012 Common Stock 4,998 $5.45 D
Incentive Stock Option (right to buy) 05/23/2004(5) 05/23/2013 Common Stock 8,866 $7.425 D
Non-Qualified Stock Option (right to buy) 05/23/2004(6) 05/23/2013 Common Stock 13,634 $7.425 D
Incentive Stock Option (right to buy) 11/20/2004(7) 11/20/2013 Common Stock 4,568 $9.7 D
Non-Qualified Stock Option (right to buy) 11/20/2004(8) 11/20/2013 Common Stock 15,432 $9.7 D
Incentive Stock Option (right to buy) 04/05/2005(9) 04/05/2014 Common Stock 6,090 $16.42 D
Non-Qualified Stock Option (right to buy) 04/05/2005(10) 04/05/2014 Common Stock 63,910 $16.42 D
Non-Qualified Stock Option (right to buy) 02/10/2006(11) 02/10/2012 Common Stock 50,000 $29.37 D
Non-Qualified Stock Option (right to buy) 03/09/2007(12) 03/09/2012 Common Stock 35,000 $38 D
Explanation of Responses:
1. The option vests over a 4-year period beginning on 07/19/02 at the rate of 0 shares on each of the first and second anniversaries, 2 shares on the third anniversary and 10,000 shares on the fourth anniversary.
2. The option vests over a 3-year period beginning on 07/19/02 at the rate of 10,000 shares on the first anniversary and 9,999 shares on each of the second and third anniversaries.
3. The option vests over a 4-year period beginning on 08/13/2002 at the rate of 0 shares on each of the first and second anniversaries, 2 shares on the third anniversary and 5,000 shares on the fourth anniversary.
4. The option vests over a 3-year period beginning on 08/13/2002 at the rate of 5,000 shares on the first anniversary and 4,999 shares on each of the second and third anniversaries.
5. The option vests over a 4-year period beginning on 05/23/2003 at the rate of 0 shares on each of the first and second anniversaries, 1,366 shares on the third anniversary and 7,500 shares on the fourth anniversary.
6. The option vests over a 3-year period beginning on 05/23/2003 at the rate of 7,500 shares on the first and second anniversaries and 6,134 shares on the third anniversary.
7. The option vests over a 4-year period beginning on 11/20/2003 at the rate of 0 shares on each of the first, second and third anniversaries, and 4,568 shares on the fourth anniversary.
8. The option vests over a 4-year period beginning on 11/20/2003 at the rate of 5,000 shares on each of the first, second and third anniversaries, and 432 shares on the fourth anniversary.
9. The option vests over a 4-year period beginning on 04/05/2004 at the rate of 0 shares on each of the first, second and third anniversaries, and 6.090 shares on the fourth anniversary.
10. The option vests over a 4-year period beginning on 04/05/2004 at the rate of 17,500 shares on each of the first, second and third anniversaries, and 11,410 shares on the fourth anniversary.
11. The option vests in four equal annual installments of 12,500 shares beginning on 02/10/2005.
12. The option vests in four equal annual installments of 8,750 shares beginning on 03/09/2006.
13. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
Nancy R. Thiel, Attorney-in-fact for Robert Kross 03/30/2007
** 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 5 (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.
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