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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EMINENCE CAPITAL, LP 		2. Issuer Name and Ticker or Trading Symbol

AUTODESK INC [ ADSK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See explanation of responses
(Last)          (First)          (Middle)

65 EAST 55TH STREET, 25TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/10/2015
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01 per share ("Common Stock")   12/10/2015     X    683561   A   (5) 13082588   I   See Footnotes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Call Option (right to buy)   $35.00   12/10/2015     X         683561      (5) 1/11/2017   Common Stock   683561   $0.00   0   I   See Footnotes   (1) (2) (3) (4)
Short Put Option (obligation to buy)   $35.00   12/10/2015     E         683561      (6) 1/11/2017   Common Stock   683561   $0.00   0   I   See Footnotes   (1) (2) (3) (4)

Explanation of Responses:
( 1)  The securities disclosed in this Form 4 may be deemed to be indirectly beneficially owned by Eminence Capital, LP ("Eminence Capital"). The securities are directly held by Eminence Partners, L.P. ("Eminence I"), Eminence Partners II, L.P. ("Eminence II"), Eminence Partners Leveraged, L.P. ("Eminence Leveraged"), Eminence Eaglewood Master, L.P. ("Eminence Eaglewood"), Eminence Partners Long, L.P. ("Eminence Long"), EC Co-Invest I, LP ("EC Co-Invest" and together with Eminence I, Eminence II, Eminence Leveraged, Eminence Eaglewood and Eminence Long, the "Partnerships"), Eminence Fund Master, Ltd. ("Eminence Offshore Master Fund"), Eminence Fund Leveraged Master, Ltd. ("Eminence Offshore Leveraged Master Fund" and, together with Eminence Offshore Master Fund, the "Master Funds"), Eminence Fund Long, Ltd. ("Eminence Offshore Long") and,
( 2)  (Continued from Footnote 1) together with the Partnerships and the Master Funds, the "Eminence Funds"), a separately managed account (the "SMA") and the family accounts and other related accounts over which Ricky C. Sandler ("Mr. Sandler") has investment discretion (the "Family Accounts"). Eminence Capital may be deemed to be the indirect beneficial owner of such securities by virtue of its position as the investment manager to the Eminence Funds and the investment adviser to the SMA. In addition, Eminence GP, LLC ("Eminence GP") may be deemed to be the indirect beneficial owner of such securities held by the Partnerships and the Master Funds by virtue of its position as the general partner or manager of the Partnerships and the Master Funds, as applicable.
( 3)  (Continued from Footnote 2) Mr. Sandler may be deemed to be the indirect beneficial owner of such shares held by the Eminence Funds, the SMA and the Family Accounts by virtue of his direct and indirect control of Eminence Capital, Eminence GP and the Family Accounts. For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
( 4)  The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(d) group with Sachem Head Capital Management LP and certain other entities as disclosed in a Schedule 13D filed on behalf of the Reporting Persons on November 16, 2015 (the "November 16 13D"). As of December 10, 2015, the members of this Section 13(d) group collectively owned more than 10% of the Issuer's outstanding shares of Common Stock. The securities reported herein do not include any securities held by the Sachem Head Persons (as defined in the November 16 13D). The Reporting Persons disclaim any pecuniary interest in the securities held by the Sachem Head Persons.
( 5)  The Reporting Persons owned 683,561 American-style call options (the "Call Options") which were exercisable at any time up to and including the expiration date. On December 10, 2015, the Reporting Persons exercised the Call Options and thereby acquired 683,561 shares of Common Stock. The exercise price of the Call Options was $35.00.
( 6)  The Reporting Persons wrote 683,561 European-style put options (the "Put Options") which were exercisable at any time up to and including the expiration date. On December 10, 2015, upon exercise by the Reporting Persons of the Call Options, all of the Put Options were terminated in accordance with their terms.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EMINENCE CAPITAL, LP
65 EAST 55TH STREET
25TH FLOOR
NEW YORK, NY 10022
X
See explanation of responses
Eminence GP, LLC
C/O EMINENCE CAPITAL, LP
65 EAST 55TH STREET, 25TH FLOOR
NEW YORK, NY 10022
X
See explanation of responses
Sandler Ricky C
65 EAST 55TH STREET
25TH FLOOR
NEW YORK, NY 10022
X
See explanation of responses

Signatures
EMINENCE CAPITAL, LP, By: Eminence Capital GP, LLC, /s/ Ricky C. Sandler, Managing Member 12/11/2015
** Signature of Reporting Person Date

EMINENCE GP, LLC, /s/ Ricky C. Sandler, Managing Member 12/11/2015
** Signature of Reporting Person Date

/s/ Ricky C. Sandler 12/11/2015
** 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 control number.
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