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ADOBE INC. Director's Dealing 2010

May 17, 2010

29815_dirs_2010-05-17_6f0c05f3-16b7-413c-930d-3c41f02df89d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2010-05-15

Reporting Person: TARKOFF ROBERT M (SVP&GM, Business Productivity)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-05-15 Common Stock M 3750 $00.00 Acquired 20642 Direct
2010-05-15 Common Stock F 1375 $33.72 Disposed 19267 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-15 Performance Shares $0 M 3750 Disposed Common Stock (3750) Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting of Performance Share Units. Shares were calculated using the closing price on May 14, 2010 as the 2010 vesting date was Saturday, May 15, 2010.

F2: Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned under the participant's 2007 Performance Share award. The participant earned 200% of the target award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. The remaining Performance Share Units will vest on the fourth anniversary of the initial vest date.