SEC Form 4 · accession 0000899243-15-009700
Autodesk, Inc. · ADSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
EMINENCE CAPITAL, LP
10% Owner · Other
Ricky C Sandler
10% Owner · Other
Eminence GP, LLC
10% Owner · Other
Period of report
Dec 10, 2015
Accepted (ET)
Dec 11, 2015 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000769397
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F5,F1,F2,F3,F4 | Dec 10, 2015 | X | 683,561 | — | A | 13,082,588 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F1,F2,F3,F4,F5 | $35.00 | Dec 10, 2015 | X | 683,561 | D | — | Jan 11, 2017 | Common Stock | 683,561 | 0 | I |
| Short Put Option (obligation to buy)F1,F2,F3,F4,F6 | $35.00 | Dec 10, 2015 | E | 683,561 | D | — | Jan 11, 2017 | Common Stock | 683,561 | 0 | I |
Explanation of responses
- F1The 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.
- F4The 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.
- F5The 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.
- F6The 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.