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: LYNCH KEVIN M (CTO, SVP Experience&Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	8333	$00.00	Acquired	53006	Direct
2011-01-24	Common Stock	F	3056	$34.03	Disposed	49950	Direct
2011-01-24	Common Stock	M	12090	$00.00	Acquired	62040	Direct
2011-01-24	Common Stock	F	4434	$34.03	Disposed	57606	Direct
2011-01-25	Common Stock	M	7200	$00.00	Acquired	64806	Direct
2011-01-25	Common Stock	F	2640	$33.56	Disposed	62166	Direct
2011-01-25	Common Stock	M	4250	$00.00	Acquired	66416	Direct
2011-01-25	Common Stock	F	1558	$33.56	Disposed	64858	Direct
2011-01-26	Common Stock	M	5275	$00.00	Acquired	70133	Direct
2011-01-26	Common Stock	F	1934	$33.52	Disposed	68199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Performance Shares	$0	M	8333	Disposed		Common Stock (8333)	Direct
2011-01-24	Performance Shares	$0	M	12090	Disposed		Common Stock (12090)	Direct
2011-01-25	Performance Shares	$0	M	7200	Disposed		Common Stock (7200)	Direct
2011-01-25	Restricted Stock Units	$0	M	4250	Disposed		Common Stock (4250)	Direct
2011-01-26	Restricted Stock Units	$0	M	5275	Disposed		Common Stock (5275)	Direct
2011-01-24	Stock Option (right to buy)	$34.03	A	141000	Acquired		Common Stock (141000)	Direct
2011-01-24	Performance Shares	$0	A	70500	Acquired		Common Stock (70500)	Direct
2011-01-24	Restricted Stock Units	$0	A	48000	Acquired		Common Stock (48000)	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 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 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.

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 47,000 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.