Page 5 of 7 SEC Filing
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) 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 (the Original Schedule 13D and, together with this Amendment No. 2, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the
Original Schedule 13D.
This Amendment No. 2 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended to add the following:
On March 10, 2016, the Issuer entered into an agreement (the Settlement Agreement) with certain Reporting Persons
(collectively, Eminence) pertaining to the election of directors to the Issuers Board of Directors (the Board). Pursuant to the Settlement Agreement, the Issuer increased the size of the Board from 10 to
13 directors and appointed Mr. Scott Ferguson, Mr. Rick Hill and Mr. Jeff Clarke to the Board.
Under the terms of the Settlement
Agreement, until the expiration of certain standstill restrictions, Eminence agreed to vote all of its Shares for each of the Issuers nominees recommended by the Board, against any nominees for director not recommended by the Board and against
any proposals to remove any director. Eminence also agreed to customary standstill restrictions, which are subject to certain exceptions.
A copy of the Settlement Agreement and a joint press release regarding the Settlement Agreement (the Press Release) issued
on March 11, 2016, are attached hereto as Exhibits 4 and 5, respectively, and incorporated by reference herein. The foregoing descriptions of the Settlement Agreement and the Press Release are qualified in their entirety by reference to the
full text of the Settlement Agreement and the Press Release, respectively.
In addition, on March 10, 2016, in accordance with Section
6(A) of the E/S Agreement (previously filed as Exhibit 1 to the Schedule 13D), Eminence Capital and Sachem Head, on behalf of the group, mutually agreed to terminate the E/S Agreement (the Termination Agreement) and dissolve the
group that was previously formed under the Exchange Act. Effective as of execution of the Termination Agreement the Reporting Persons and the Sachem Head Persons shall no longer be deemed to be a group for purposes of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder. All further filings with respect to transactions in the securities of the Issuer will be filed, if required, separately by the Reporting Persons and the Sachem Head
Persons. The Termination Agreement is attached as Exhibit 6 hereto and is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended to add the following:
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended to add the following:
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 4 Agreement, dated as of March 10, 2016, by and among Autodesk, Inc., Eminence Capital, LP and Eminence GP, LLC Exhibit 5 Press Release, dated March 11, 2016 Exhibit 6 Termination Agreement, dated as of March 10, 2016, by and between Eminence Capital, LP and Sachem Head Capital Management LP
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This Amendment No. 2 to Schedule 13D (this Amendment No. 2) 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 (the Original Schedule 13D and, together with this Amendment No. 2, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the
Original Schedule 13D.
This Amendment No. 2 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended to add the following:
On March 10, 2016, the Issuer entered into an agreement (the Settlement Agreement) with certain Reporting Persons
(collectively, Eminence) pertaining to the election of directors to the Issuers Board of Directors (the Board). Pursuant to the Settlement Agreement, the Issuer increased the size of the Board from 10 to
13 directors and appointed Mr. Scott Ferguson, Mr. Rick Hill and Mr. Jeff Clarke to the Board.
Under the terms of the Settlement
Agreement, until the expiration of certain standstill restrictions, Eminence agreed to vote all of its Shares for each of the Issuers nominees recommended by the Board, against any nominees for director not recommended by the Board and against
any proposals to remove any director. Eminence also agreed to customary standstill restrictions, which are subject to certain exceptions.
A copy of the Settlement Agreement and a joint press release regarding the Settlement Agreement (the Press Release) issued
on March 11, 2016, are attached hereto as Exhibits 4 and 5, respectively, and incorporated by reference herein. The foregoing descriptions of the Settlement Agreement and the Press Release are qualified in their entirety by reference to the
full text of the Settlement Agreement and the Press Release, respectively.
In addition, on March 10, 2016, in accordance with Section
6(A) of the E/S Agreement (previously filed as Exhibit 1 to the Schedule 13D), Eminence Capital and Sachem Head, on behalf of the group, mutually agreed to terminate the E/S Agreement (the Termination Agreement) and dissolve the
group that was previously formed under the Exchange Act. Effective as of execution of the Termination Agreement the Reporting Persons and the Sachem Head Persons shall no longer be deemed to be a group for purposes of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder. All further filings with respect to transactions in the securities of the Issuer will be filed, if required, separately by the Reporting Persons and the Sachem Head
Persons. The Termination Agreement is attached as Exhibit 6 hereto and is incorporated by reference herein.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended to add the following:
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is amended to add the following:
The response to Item 4 of this Schedule 13D is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 4 | Agreement, dated as of March 10, 2016, by and among Autodesk, Inc., Eminence Capital, LP and Eminence GP, LLC | |
| Exhibit 5 | Press Release, dated March 11, 2016 | |
| Exhibit 6 | Termination Agreement, dated as of March 10, 2016, by and between Eminence Capital, LP and Sachem Head Capital Management LP | |
