ADSK Autodesk Inc

This Amendment No. 3 to Schedule 13D (this “ Amendment No. 3 ”) relates to the common stock, par value $0.01 per share (the “ Shares ”), of Autodesk, Inc., a Delaware corporation (the “ Issuer ”) and amends the Schedule 13D filed on November 16, 2015, as amended by Amendment No. 1 thereto filed on December 11, 2015 and Amendment No. 2 thereto filed on March 11, 2016 (the “ Original Schedule 13D ” and, together with this Amendment No. 3, the “ Schedule 13D ”). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 3 is being filed to amend Item 4 and Item 5 of the Schedule 13D as follows. This Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons as the Reporting Persons beneficially own less than five percent of the Shares of the Issuer.

Item 4 of the Schedule 13D is amended to add the following:

The Reporting Persons sold a portion of their Shares solely for portfolio management reasons. Due to the significant price appreciation of the Shares since their original investment the Reporting Persons’ position in the Shares had significantly increased as a percentage of total assets under management. The Reporting Persons’ position in the Shares remains the largest position owned by the Reporting Persons. The Reporting Persons are pleased with the progress that has been made in both the Issuer’s business model transition and operating fundamentals and remain confident in the Issuer’s ability to continue to create value for shareholders. While the Reporting Persons currently expect to maintain a very significant portfolio position in the Shares, consistent with their investment purpose, the Reporting Persons may make, or cause to be made, further dispositions of Shares from time to time and may acquire, or cause to be acquired, additional Shares, in each case depending on market conditions and other factors.

Item 5 of the Schedule 13D is amended to add the following:

(a), (b) The aggregate number of Shares to which this Schedule 13D relates is 8,017,159 Shares. Based upon a total of 222,556,352 outstanding Shares, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended October 31, 2016, the Reporting Persons’ Shares collectively represent approximately 3.6% of the outstanding Shares.

(i) Eminence Capital

(a) As of the date hereof, Eminence Capital may be deemed the beneficial owner of 8,013,784 Shares, constituting approximately 3.6% of the outstanding Shares.

(ii) Eminence GP

(a) As of the date hereof, Eminence GP may be deemed the beneficial owner of 6,157,144 Shares, constituting approximately 2.8% of the outstanding Shares.

(iii) Mr. Sandler

(a) As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 8,017,159 Shares, constituting approximately 3.6% of the outstanding Shares.

(c) Set forth on Schedule A hereto are all transactions in the Shares of the Issuer effected in the last 60 days by the Reporting Persons.

(d) Each of the clients of Eminence Capital has the right to receive, or the power to direct the receipt of dividends from, or the proceeds of the sale of, such Shares beneficially held by Eminence Capital, as applicable.

(e) On March 16, 2017 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2017

Schedule A

TRANSACTIONS IN THE ISSUER’S SHARES BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS

The following table sets forth all transactions with respect to the Shares effected in the last sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker and include brokerage commissions.

INDEX TO EXHIBITS