13D Filing: Sachem Head Capital and Autodesk Inc (ADSK)

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are
hereby amended and restated to read as follows:

The aggregate percentage
of shares of Common Stock reported owned by each person named herein is based upon 220,391,696 shares outstanding, as of May 25,
2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on May 31, 2017.

A.

Sachem Head

(a)

As of the date hereof, 2,681 shares of Common Stock underlying vested RSUs were owned directly by Mr. Ferguson, which Sachem Head may be deemed to beneficially own. In addition, Sachem Head, as the investment adviser to the Sachem Head Funds, may be deemed to beneficially own the 12,890,000 shares of Common Stock held in the Sachem Head Funds.

Percentage: Approximately 5.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,892,681 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,892,681

(c)

Sachem Head has not entered into any transactions in the shares of Common Stock during the past sixty days.

B.

SH Management

(a)

As the general partner of Sachem Head, SH Management may be deemed to beneficially own the (i) 12,890,000 shares of Common Stock held in the Sachem Head Funds and (ii) 2,681 shares of Common Stock underlying vested RSUs owned directly by Mr. Ferguson.

Percentage: Approximately 5.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,892,681 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,892,681

(c)

SH Management has not entered into any transactions in the shares of Common Stock during the past sixty days.

C.

Sachem Head GP

(a)

As the general partner SH and SHM, Sachem Head GP may be deemed to beneficially own the 7,175,000 shares of Common Stock collectively owned directly by SH and SHM.

Percentage: Approximately 3.3%