Eminence Capital and Sachem Head Reach Settlement Agreement With Autodesk Inc (ADSK); Appoint 3 Directors to Board

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Autodesk,
Inc.

(Name of Issuer)

Common Stock

(Title of
Class of Securities)

052769106

(CUSIP Number)

Ricky C.
Sandler

Eminence Capital, LP

65 East 55th Street

25th
Floor

New York, New York 10022

(212) 418-2100

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

This Amendment No. 2 to Schedule 13D (this Amendment No. 2) relates to the
common stock, par value $0.01 per share (the Shares), of Autodesk, Inc., a Delaware corporation (the Issuer) and amends the Schedule 13D filed on November 16, 2015, as amended by Amendment No. 1 thereto filed on
December 11, 2015 (the Original Schedule 13D and, together with this Amendment No. 2, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the
Original Schedule 13D.

This Amendment No. 2 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 4 of the Schedule 13D is amended to add the following:

On March 10, 2016, the Issuer entered into an agreement (the Settlement Agreement) with certain Reporting Persons
(collectively, Eminence) pertaining to the election of directors to the Issuers Board of Directors (the Board). Pursuant to the Settlement Agreement, the Issuer increased the size of the Board from 10 to
13 directors and appointed Mr. Scott Ferguson, Mr. Rick Hill and Mr. Jeff Clarke to the Board.

Under the terms of the Settlement
Agreement, until the expiration of certain standstill restrictions, Eminence agreed to vote all of its Shares for each of the Issuers nominees recommended by the Board, against any nominees for director not recommended by the Board and against
any proposals to remove any director. Eminence also agreed to customary standstill restrictions, which are subject to certain exceptions.

A copy of the Settlement Agreement and a joint press release regarding the Settlement Agreement (the Press Release) issued
on March 11, 2016, are attached hereto as Exhibits 4 and 5, respectively, and incorporated by reference herein. The foregoing descriptions of the Settlement Agreement and the Press Release are qualified in their entirety by reference to the
full text of the Settlement Agreement and the Press Release, respectively.

In addition, on March 10, 2016, in accordance with Section
6(A) of the E/S Agreement (previously filed as Exhibit 1 to the Schedule 13D), Eminence Capital and Sachem Head, on behalf of the group, mutually agreed to terminate the E/S Agreement (the Termination Agreement) and dissolve the
group that was previously formed under the Exchange Act. Effective as of execution of the Termination Agreement the Reporting Persons and the Sachem Head Persons shall no longer be deemed to be a group for purposes of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder. All further filings with respect to transactions in the securities of the Issuer will be filed, if required, separately by the Reporting Persons and the Sachem Head
Persons. The Termination Agreement is attached as Exhibit 6 hereto and is incorporated by reference herein.

Item 5 of the Schedule 13D is amended to add the following:

The response to Item 4 of this Schedule 13D is incorporated herein by reference.

Item 6 of the Schedule 13D is amended to add the following:

The response to Item 4 of this Schedule 13D is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2016

INDEX TO EXHIBITS