SEC Form 4 · accession 0000950142-16-003316
Autodesk, Inc. · ADSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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")F1,F2 | Mar 11, 2016 | A | 8,042 | $0.00 | A | 8,042 | D |
Table II — derivative securities
Explanation of responses
- F1Scott D. Ferguson was granted an initial grant of 8,042 restricted stock units, as determined by dividing $450,000 by the closing price of the Issuer's common stock on the date of the grant. Mr. Ferguson is entitled to receive one share of the Issuer's common stock for each restricted stock unit. These restricted stock units are granted pursuant to the 2012 Outside Directors' Stock Plan, and vest as to approximately one-third of the shares on an annual basis over a three-year period beginning on March 10, 2016.
- F2Pursuant 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.
Remarks
As described in Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on March 11, 2016, on March 10, 2016, Sachem Head entered into an agreement with Eminence Capital, LP (the "Termination Agreement"), pursuant to which the Reporting Persons ceased to be a group with the Eminence Persons (as defined in the Schedule 13D filed by the Reporting Persons on November 16, 2015). As a result of the Termination Agreement, the Reporting Persons shall no longer be deemed to be part of a group that beneficially owns more than 10% of the outstanding shares of common stock of the Issuer. Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas GP LLC and Sachem Head GP LLC 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.