Page 6 of 9 – SEC Filing
This statement constitutes
Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D relating to the common stock, par value $0.01 per share
(the “Common Stock“), of Autodesk, Inc. (the “Issuer“), and hereby amends the Schedule 13D filed
with the Securities and Exchange Commission (the “SEC”) on November 4, 2015 (the “Initial Schedule
13D”), as amended by Amendment No. 1 filed with the SEC on November 16, 2015, amended by Amendment No. 2 filed with
the SEC on December 1, 2015, amended by Amendment No. 3 filed with the SEC on March 11, 2016, and amended by Amendment No. 4 filed
with the SEC on February 7, 2017, on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the
additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Initial Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
to add the following:
Mr. Ferguson directly
owns 2,681 shares of Common Stock, which represent shares of Common Stock underlying vested Restricted Stock Units (“RSUs”)
awarded to Mr. Ferguson in his capacity as a director of the Issuer. In addition, Mr. Ferguson directly owns 8,562 unvested RSUs,
each representing a contingent right to receive one share of Common Stock.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
Pursuant to the agreement
between certain Reporting Persons and the Issuer dated February 6, 2017 (as further described in Amendment No. 4 to the Schedule
13D) (the “Settlement Agreement”), the Issuer agreed to undertake an executive search for a new chief executive officer
of the Issuer (the “New CEO”) to be identified by the board of directors of the Issuer (the “Board”) in
a process to be overseen by the Succession Planning Committee of the Board. This process culminated in the appointment of
Andrew Anagnost as President and Chief Executive Officer of the Issuer, effective June 19, 2017. In light of the conclusion
of the New CEO search with the appointment of Mr. Anagnost, Mr. Ferguson has resigned from the Board, effective June 19, 2017,
in accordance with the terms of the Settlement Agreement. The resignation letter of Mr. Ferguson is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Settlement
Agreement and in anticipation of Mr. Ferguson’s resignation from the Board, the Corporate Governance and Nominating Committee
of the Board has undertaken a process to propose a replacement director acceptable to Mr. Ferguson (the “Replacement Director”).
The Replacement Director, subject to Mr. Ferguson’s reasonable approval and the approval by a majority of the Board, will
be appointed as soon as practicable to serve as a director until at least the date of the 2018 annual meeting of stockholders of
the Issuer. The Replacement Director for Mr. Ferguson has not been appointed to the Board as of the date hereof. Mr.
Ferguson’s right to approve the Replacement Director shall continue until a Replacement Director has been appointed to the Board,
notwithstanding Mr. Ferguson’s resignation from the Board. The Replacement Director and the New CEO shall serve
as the replacement directors for each of Mr. Ferguson and Mr. Jeff Clarke, respectively, under Section 1(i) of the initial settlement
agreement between certain Reporting Persons and the Issuer, dated March 10, 2016.
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