Percentage of fair market value eligible employees can purchase common stock, minimum

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Balance Sheets and will be amortized to stock-based compensation expense for post-acquisition services using the straight-line method over the vesting period. See Note 6, “Acquisitions,” for further discussion.  
Autodesk recorded stock-based compensation expense related to common stock shares of $16.5 million and $2.4 million during the fiscal years ended January 31, 2022 and 2021, respectively.  
1998 Employee Qualified Stock Purchase Plan (“ESPP”)  
Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four six-month exercise periods within a 24-month offering period.   
At January 31, 2022, a total of 5.6 million shares were available for future issuance. Under the ESPP, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESPP does not have an expiration date.  
A summary of the ESPP activity for the fiscal years ended January 31, 2022, 2021 and 2020 was as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Fiscal year ended January 31, |
|  |  | 2022 |  | 2021 |  | 2020 |
| Issued shares |  | 0.9  |  |  | 0.9  |  |  | 0.9  |  |
| Average price of issued shares |  | $ | 130.13  |  |  | $ | 122.73  |  |  | $ | 102.20  |  |
| Weighted average grant date fair value of awards granted under the ESPP |  | $ | 84.21  |  |  | $ | 55.98  |  |  | $ | 47.78  |  |

  
Autodesk recorded $37.1 million, $40.1 million, and $33.3 million of compensation expense associated with the ESPP in fiscal 2022, 2021 and 2020, respectively.  
Equity Compensation Plan Information  
The following table summarizes the number of outstanding options and awards granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2022:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | (a) |  | (b) |  | (c) |
| Plan category | Number of securities to be issued upon exercise or vesting of outstanding options and awards (in millions) |  | Weighted-average exercise price of outstanding options |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (1) |
| Equity compensation plans approved by security holders | 4.1  |  |  | $ | 21.03  |  |  | 13.3  |  |
| Total | 4.1  |  |  | $ | 21.03  |  |  | 13.3  |  |

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (1)Included in this amount are 5.6 million securities available for future issuance under Autodesk’s ESPP.  
  
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