Autodesk 2016 Annual Report Download - page 67

Proxy Materials
2016 Proxy Statement 61
shared dispositive power with respect to 449,297 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern,
PA 19355.
(5) As of December 31, 2015, the reporting date of Clearbridge Investments, LLC's most recent filing with the SEC pursuant to
Section 13(g) of the Exchange Act filed on February 16, 2016, Clearbridge Investments, LLC was deemed to have sole voting power
with respect to 15,401,064 shares, sole dispositive power with respect to 15,757,104 shares, and shared voting and shared dispositive
power with respect to 0 shares. The address of Clearbridge Investments, LLC is 620 8th Avenue, New York, NY 10018.
(6) As of December  13(g) of the
Exchange Act filed on January 25, 2016, BlackRock, Inc. was deemed to have sole voting power with respect to 11,878,306 shares,
sole dispositve power with respect to 13,737,429 shares, and shared voting and dispositive power with respect to 0 shares. The
address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022.
(7) Based on a Schedule 13D/A filed with the SEC on March 11, 2016, pursuant to which (a) Eminence Capital, LP reported to have sole
voting and dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 13,079,213 shares, (b)
Eminence GP, LLC reported to have sole voting and dispositive power with respect to 0 shares and shared voting and dispositive
power with respect to 10,610,020 shares and (c) Ricky C. Sandler reported to have sole voting and dispositive power with respect to
3,375 shares and shared voting and dispositive power with respect to 13,079,213 shares. The address of the reporting persons is 65
East 55th Street, 25th Floor, New York, NY 10022.
(8) Based on a Schedule 13D/A filed with the SEC on March 11, 2016, pursuant to which (a) each of Sachem Head Capital Management
LP, Uncas GP LLC, and Scott D. Ferguson reported to have sole voting and dispositive power with respect to 0 shares and shared
voting and dispositive power with respect to 12,890,000 shares, and (b) Sachem Head GP LLC reported to have sole voting and
dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 7,175,000 shares. The address of
the reporting persons is 399 Park Avenue, 32nd Floor, New York, NY 10022.
(9) As of December 31, 2015, the reporting date of Soroban Capital GP LLC's most recent filing with the SEC pursuant to Section 13(g)
of the Exchange Act filed on February 16, 2016, Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP
LLC and Eric W. Mandelblatt were deemed to have shared voting and dispositive power with respect to 12,800,490 shares, of which
Soroban Master Fund LP held shared voting and dispositive power with respect to 12,800,490 shares. None of those parties held sole
voting and dispositive power with respect to the shares. The address of Soroban Capital GP LLC, Soroban Capital Partners GP LP,
Soroban Capital Partners GP LLC and Eric W. Mandelblatt is 444 Madison Avenue, 21st Floor, New York, NY 10022. The address
of Soroban Master Fund, LP is 45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands.
(10) Includes 24,000 shares subject to options exercisable within 60 days of March 31, 2016.
(11) Upon appointment to the Board on March 11, 2016, Mr. Clarke was granted 8,042 restricted stock units, none of which vest within 60
days of March 31, 2016.
(12) Includes 20,000 shares subject to options exercisable within 60 days of March 31, 2016. Mr. Dawson will not stand for re-election at
the 2016 annual meeting of stockholders.
(13) Based on a Schedule 13D/A filed with the SEC on March 11, 2016. Mr. Ferguson reported to have sole voting and dispositive power
with respect to 0 shares and shared voting and dispositive power with respect to 12,890,000 shares. See footnote 8 above for further
s 399 Park Avenue, 32nd Floor, New York, NY 10022. Upon appointment to the Board on
March 11, 2016, Mr. Ferguson was granted 8,042 restricted stock units, none of which vest within 60 days of March 31, 2016.
(14) Dr. Halvorsen will not stand for re-election at the 2016 annual meeting of stockholders.
(15) Upon appointment to the Board on March 11, 2016, Mr. Hill was granted 8,042 restricted stock units, none of which vest within 60
days of March 31, 2016.
(16) Includes 24,000 shares subject to options exercisable within 60 days of March 31, 2016.
(17) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(18) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(19) Includes 300,000 shares subject to options exercisable within 60 days of March 31, 2016. Includes 90,057 shares held by an
irrevocable trust, as to which Mr. Bass holds sole voting rights, but no dispositive rights, as special voting trustee. Mr. Bass disclaims
beneficial ownership of the shares held in trust except to the extent of his pecuniary interest.
(20) Includes 50,000 shares subject to options exercisable within 60 days of March 31, 2016.
(21) Includes 27,500 shares subject to options exercisable within 60 days of March 31, 2016.
(22) Includes 545,500 shares subject to options exercisable within 60 days of March 31, 2016.