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4//SEC Filing

AUTODESK INC 4

Accession 0000899243-15-009700

$ADSKCIK 0000769397operating
View on SEC.govCompany Profile

Filed

Dec 10, 7:00 PM ET

Accepted

Dec 11, 4:25 PM ET

Size

17.2 KB

Accession

0000899243-15-009700

Insider Transaction Report

Form 4
Period: 2015-12-10
AUTODESK INCADSK
Eminence GP, LLC
10% OwnerOther
Transactions
  • Exercise of In-Money

    Call Option (right to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
  • Expiration

    Short Put Option (obligation to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
  • Exercise of In-Money

    Common Stock, par value $0.01 per share ("Common Stock")

    2015-12-10+683,561→ 13,082,588 total(indirect: See Footnotes)
Sandler Ricky C
10% OwnerOther
Transactions
  • Exercise of In-Money

    Common Stock, par value $0.01 per share ("Common Stock")

    2015-12-10+683,561→ 13,082,588 total(indirect: See Footnotes)
  • Exercise of In-Money

    Call Option (right to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
  • Expiration

    Short Put Option (obligation to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
EMINENCE CAPITAL, LP
10% OwnerOther
Transactions
  • Exercise of In-Money

    Call Option (right to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
  • Exercise of In-Money

    Common Stock, par value $0.01 per share ("Common Stock")

    2015-12-10+683,561→ 13,082,588 total(indirect: See Footnotes)
  • Expiration

    Short Put Option (obligation to buy)

    2015-12-10−683,561→ 0 total(indirect: See Footnotes)
    Exercise: $35.00Exp: 2017-01-11→ Common Stock (683,561 underlying)
Footnotes (6)
  • [F1]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,
  • [F2](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.
  • [F3](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.
  • [F4]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.
  • [F5]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.
  • [F6]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.

Documents

1 file

Issuer

AUTODESK INC

CIK 0000769397

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000769397

Filing Metadata

Form type
4
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 4:25 PM ET
Size
17.2 KB
View on SEC.gov