| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/17/2004 |
3. Issuer Name and Ticker or Trading Symbol
AUTODESK INC [ ADSK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 10,978 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | 11/11/2003(1) | 11/11/2012 | Common Stock | 23,289 | 12.88 | D | |
| Non-Qualified Stock Option (right to buy) | 11/11/2003(2) | 11/11/2012 | Common Stock | 51,711 | 12.88 | D | |
| Incentive Stock Option (right to buy) | 05/23/2007(3) | 05/23/2013 | Common Stock | 6,734 | 14.85 | D | |
| Non-Qualified Stock Option (right to buy) | 05/23/2004(4) | 05/23/2013 | Common Stock | 19,516 | 14.85 | D | |
| Non-Qualified Stock Option (right to buy) | 11/20/2004(5) | 11/20/2013 | Common Stock | 25,000 | 19.4 | D | |
| Incentive Stock Option (right to buy) | 04/05/2008(6) | 04/05/2014 | Common Stock | 3,045 | 32.84 | D | |
| Non-Qualified Stock Option (right to buy) | 04/05/2005(7) | 04/05/2014 | Common Stock | 56,955 | 32.84 | D | |
| Explanation of Responses: |
| 1. The option becomes exercisable in four equal annual installments of 7763 shares beginning on November 11, 2003. |
| 2. The option becomes exercisable in four equal annual installments of 17237 shares beginning on November 11, 2003. |
| 3. The option vests over a 4-year period, such that 100% of the shares subject to option will vest and become exercisable on May 23, 2007. |
| 4. The option vests over a 4-year period at the rate of 8750 shares each year for three years beginning on May 23, 2004, while the remaining 2016 shares subject to the option become exercisable on May 23, 2007. |
| 5. The option becomes exercisable in four equal annual installments of 6250 shares beginning on November 20, 2004. |
| 6. The option vests over a 4-year period, such that 100% of the shares subject to option will vest and become exercisable on April 5, 2008. |
| 7. The option vests over a 4-year period at the rate of 15000 shares each year for three years beginning on April 5, 2005, while the remaining 11955 shares subject to the option become exercisable on April 5, 2008. |
| Nancy Thiel, Attorney-in-fact for George M. Bado | 06/24/2004 | |
| ** 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. | ||
| 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. | ||
POWER OF ATTORNEYThe undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"),
hereby constitutes and appoints Nancy Thiel and Kent Heinzman and each of them, the
undersigned's true and lawful attorney-in-fact to:1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto
as such attorney-in-fact shall in his or her discretion determine to be required or
advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership, acquisition or
disposition of securities of the Company; and2. do all acts necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company a nd such
other person or agency as the attorney-in-fact shall deem appropriate.The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall
do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.
& nbsp; IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of June, 2004.
Signature: /s/ George M BadoPrint Name: George M Bado