FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Sachem Head Capital Management LP   2. Issuer Name and Ticker or Trading Symbol AUTODESK INC [ADSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks (Last) (First) (Middle) 399 PARK AVENUE, 32ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/01/2015 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 ("Shares") 12/01/2015   X   9,190,000 A (5) 12,890,000 I Please see footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Option ("right to purchase")

$ 30

12/01/2015

X

9,190,000

(6)

04/10/2017

Shares

9,190,000

$ 0

0

I

Please see footnotes (1) (2) (3) (4)

Put Option ("obligation to purchase")

$ 30

12/01/2015

E

9,190,000

04/10/2017

04/10/2017

Cash settled

9,190,000

$ 0

0

I

Please see footnotes (1) (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sachem Head Capital Management LP 399 PARK AVENUE, 32ND FLOOR NEW YORK, NY 10022		X		See Remarks
Uncas GP LLC 399 PARK AVENUE, 32ND FLOOR NEW YORK, NY 10022		X		See Remarks
Sachem Head GP LLC 399 PARK AVENUE, 32ND FLOOR NEW YORK, NY 10022		X		See Remarks
Ferguson Scott D. 399 PARK AVENUE, 32ND FLOOR NEW YORK, NY 10022		X		See Remarks

Signatures

/s/ Michael D. Adamski, as General Counsel		12/02/2015
**Signature of Reporting Person		Date
/s/ Michael D. Adamski, as General Counsel		12/02/2015
**Signature of Reporting Person		Date
/s/ Michael D. Adamski, as General Counsel		12/02/2015
**Signature of Reporting Person		Date
/s/ Michael D. Adamski, as Attorney-in-Fact		12/02/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 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.
(2)	Each 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.
(3)	SH 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.
(4)	SH 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.
(5)	The exercise price of the Call Options was $30.00.
(6)	The 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.