ADOBE INC. — Director's Dealing 2011

Jan 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2011-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	9300	$00.00	Acquired	30313	Direct
2011-01-24	Common Stock	F	3546	$34.03	Disposed	26767	Direct
2011-01-25	Common Stock	M	5850	$00.00	Acquired	32617	Direct
2011-01-25	Common Stock	F	2145	$33.56	Disposed	30472	Direct
2011-01-25	Common Stock	M	3500	$00.00	Acquired	33972	Direct
2011-01-25	Common Stock	F	1283	$33.56	Disposed	32689	Direct
2011-01-26	Common Stock	M	4125	$00.00	Acquired	36814	Direct
2011-01-26	Common Stock	F	1513	$33.52	Disposed	35301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Performance Shares	$0	M	9300	Disposed		Common Stock (9300)	Direct
2011-01-25	Performance Shares	$0	M	5850	Disposed		Common Stock (5850)	Direct
2011-01-25	Restricted Stock Units	$0	M	3500	Disposed		Common Stock (3500)	Direct
2011-01-26	Restricted Stock Units	$0	M	4125	Disposed		Common Stock (4125)	Direct
2011-01-24	Stock Option (right to buy)	$34.03	A	77000	Acquired	2018-01-24	Common Stock (77000)	Direct
2011-01-24	Performance Shares	$0	A	39000	Acquired		Common Stock (39000)	Direct
2011-01-24	Restricted Stock Units	$0	A	27000	Acquired		Common Stock (27000)	Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting of Performance Share Units.

F2: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

F3: Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed April 18, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. The remaining Performance Share Units will vest on the fourth anniversary of the grant date.

F4: Represents the number of shares acquired upon vesting of 1/3 of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2010. The participant earned 135% of the target award based on the achievement of certain pre-established performance goals during the 2010 fiscal year. The remaining Performance Share Units will vest 1/3 on the second and third anniversary of the grant date.

F5: The remaining Restricted Stock Units will vest in equal installments on the second, third and fourth anniversary of the grant date.

F6: The remaining Restricted Stock Units will vest in equal installments on the third and fourth anniversary of the grant date.

F7: Vests at a rate of 2.08% per month for 48 months.

F8: Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2011 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 150% of the target payout of 26,000 shares.

F9: Vesting of the Performance Share Units will be 1/3 upon the later of the (i) certification of performance goal achievement and (ii) the one year anniversary of the grant date, with the remaining Units vesting 1/3 annually on the second and third anniversary of the grant date if the initial performance goals are achieved.

F10: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.