SEC Form 4 · accession 0000921895-17-001801
Autodesk, Inc. · ADSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 14, 2017
Accepted (ET)
Jun 16, 2017 · 6:34 pm EDT
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 StockF1,F4,F3 | Jun 14, 2017 | A | 2,354 | $0.00 | A | 10,396 | D | |
| Common StockF2,F4,F3 | Jun 14, 2017 | A | 847 | $0.00 | A | 11,243 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted annually under the 2012 Outside Directors' Stock Plan, vest on the date of the next annual meeting.
- F2Mr. Ferguson is entitled to receive one share of Common Stock for each Restricted Stock Unit. These Restricted Stock Units, which are granted in lieu of Mr. Ferguson's annual fee retainer, vest on the date of the next annual meeting.
- F3Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F4The total securities beneficially owned includes 8,562 shares of unvested Restricted Stock Units. In addition to the 11,243 shares of Common Stock owned directly by Mr. Ferguson, Mr. Ferguson as managing partner of Sachem Head and the managing member of each of Uncas GP LLC ("Uncas") and Sachem Head GP LLC ("Sachem Head GP"), may be deemed to beneficially own 12,890,000 shares of Common Stock owned in the aggregate by certain affiliated investment funds of Sachem Head, Uncas and Sachem Head GP. Accordingly, the total ownership, in the aggregate, Mr. Ferguson may be deemed to beneficially own is 12,901,243 shares of Common Stock.
Remarks
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas and Sachem Head GP and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.