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: COTTLE KAREN O (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	3889	$00.00	Acquired	60539	Direct
2011-01-24	Common Stock	F	1426	$34.03	Disposed	59113	Direct
2011-01-24	Common Stock	M	9300	$00.00	Acquired	68413	Direct
2011-01-24	Common Stock	F	3411	$34.03	Disposed	65002	Direct
2011-01-25	Common Stock	M	4950	$00.00	Acquired	69952	Direct
2011-01-25	Common Stock	F	1815	$33.56	Acquired	68137	Direct
2011-01-25	Common Stock	M	3000	$00.00	Acquired	71137	Direct
2011-01-25	Common Stock	F	1100	$33.56	Disposed	70037	Direct
2011-01-26	Common Stock	M	4125	$00.00	Acquired	74162	Direct
2011-01-26	Common Stock	F	1513	$33.52	Disposed	72649	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Performance Shares	$0	M	3889	Disposed		Common Stock (3889)	Direct
2011-01-24	Performance Shares	$0	M	9300	Disposed		Common Stock (9300)	Direct
2011-01-24	Performance Shares	$0	M	4950	Disposed		Common Stock (4950)	Direct
2011-01-25	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	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	56000	Acquired		Common Stock (56000)	Direct
2011-01-24	Performance Shares	$0	A	28500	Acquired		Common Stock (28500)	Direct
2011-01-24	Restricted Stock Units	$0	A	19000	Acquired		Common Stock (19000)	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 January 26, 2007. The participant earned 200% of the target award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. This Performance Share award vested in full on January 24, 2011.

F4: 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 January 28, 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.

F5: 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.

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

F7: The remaining Restricted Stock Units will vest in equal installments on the third and fourth anniversary of the grant date.

F8: Vests at a rate of 2.08% per month for 48 months.

F9: 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 19,000 shares.

F10: 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.

F11: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.