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: NARAYEN SHANTANU (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	12500	$00.00	Acquired	209790	Indirect
2011-01-24	Common Stock	F	4690	$34.03	Disposed	205100	Indirect
2011-01-24	Common Stock	M	26660	$00.00	Acquired	231760	Indirect
2011-01-24	Common Stock	F	9778	$34.03	Disposed	221982	Indirect
2011-01-25	Common Stock	M	42750	$00.00	Acquired	264732	Indirect
2011-01-25	Common Stock	F	15680	$33.56	Disposed	249052	Indirect
2011-01-25	Common Stock	M	23750	$00.00	Acquired	272802	Indirect
2011-01-25	Common Stock	F	8711	$33.56	Disposed	264091	Indirect
2011-01-26	Common Stock	M	11888	$00.00	Acquired	275979	Indirect
2011-01-26	Common Stock	F	4360	$33.52	Disposed	271619	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Performance Shares	$0	M	12500	Disposed		Common Stock (12500)	Direct
2011-01-24	Performance Shares	$0	M	26660	Disposed		Common Stock (26660)	Direct
2011-01-25	Performance Shares	$0	M	42750	Disposed		Common Stock (42750)	Direct
2011-01-25	Restricted Stock Units	$0	M	23750	Disposed		Common Stock (23750)	Direct
2011-01-26	Restricted Stock Units	$0	M	11888	Disposed		Common Stock (11888)	Direct
2011-01-24	Stock Option (right to buy)	$34.03	A	272000	Acquired	2018-01-24	Common Stock (272000)	Direct
2011-01-24	Performance Shares	$0	A	136500	Acquired		Common Stock (136500)	Direct
2011-01-24	Restricted Stock Units	$0	A	94000	Acquired		Common Stock (94000)	Direct

Footnotes

F1: Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

F2: Shares surrendered to pay tax liability due at vesting of Performance Share Units.

F3: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

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 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.

F5: 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.

F6: 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.

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

F8: The remaining Restricted Stock Units will vest in equal installments on the third and fourth anniversary of the grant date.

F9: Vests at a rate of 2.08% per month for 48 months.

F10: 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 91,000 shares.

F11: Vesting of the Performance Share Units will be 1/3 upon the later of the (i) the 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.

F12: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.