SEC Form 4 · accession 0000950142-15-002547
Autodesk, Inc. · ADSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Sachem Head Capital Management LP
10% Owner · Other
Uncas GP LLC
10% Owner · Other
Sachem Head GP LLC
10% Owner · Other
Scott D. Ferguson
10% Owner · Other
Period of report
Dec 1, 2015
Accepted (ET)
Dec 2, 2015 · 7:08 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 ("Shares")F5,F1,F2,F3,F4 | Dec 1, 2015 | X | 9,190,000 | — | A | 12,890,000 | I | Please 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 purchase")F1,F2,F3,F4,F6 | $30.00 | Dec 1, 2015 | X | 9,190,000 | D | — | Apr 10, 2017 | Shares | 9,190,000 | 0 | I |
| Put Option ("obligation to purchase")F1,F2,F3,F4 | $30.00 | Dec 1, 2015 | E | 9,190,000 | D | Apr 10, 2017 | Apr 10, 2017 | Cash settled | 9,190,000 | 0 | I |
Explanation of responses
- F1Includes 3,192,875 Shares directly owned by Sachem Head LP ("SH"), 3,982,125 Shares directly owned by Sachem Head Master LP ("SHM") and 5,715,000 Shares directly owned by SH Sagamore Master II Ltd. ("Sagamore Master II" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
- F2Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 12,890,000 Shares directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 7,175,000 Shares directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
- F3SH directly owned 2,147,125 American-style call options (the "Call Options"), SHM directly owned 2,677,875 Call Options and Sagamore Master II directly owned 4,365,000 Call Options. On December 1, 2015, each of the Sachem Head Funds exercised all of its respective Call Options, and thereby acquired 2,147,125 Shares, 2,677,875 Shares and 4,365,000 Shares, respectively.
- F4SH directly wrote 2,147,125 European-style put options (the "Put Options"), SHM directly wrote 2,677,875 Put Options and Sagamore Master II directly wrote 4,365,000 Put Options. On December 1, 2015, upon exercise by each of the Sachem Head Funds of all of its respective Call Options, all of the Put Options terminated in accordance with their terms.
- F5The exercise price of the Call Options was $30.00.
- F6The Call Options were acquired between October 9, 2015 and November 4, 2015 and were exercisable on the date of acquisition.
Remarks
The Reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(d) group with Eminence Capital, 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 November 13, 2015, the members of this Section 13(d) group collectively owned more than 10% of the Issuer's outstanding Shares. The securities reported herein do not include any securities held by the Eminence Persons (as defined in the November 16 13D). The Reporting Persons disclaim any pecuniary interest in the securities held by the Eminence Persons.