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: GARRETT MARK (EVP, CFO & Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	12090	$00.00	Acquired	48979	Indirect
2011-01-24	Common Stock	F	4563	$34.03	Disposed	44416	Indirect
2011-01-25	Common Stock	M	7200	$00.00	Acquired	51616	Indirect
2011-01-25	Common Stock	F	2640	$33.56	Disposed	48976	Indirect
2011-01-25	Common Stock	M	4250	$00.00	Acquired	53226	Indirect
2011-01-25	Common Stock	F	1558	$33.56	Disposed	51668	Indirect
2011-01-26	Common Stock	M	5275	$00.00	Acquired	56943	Indirect
2011-01-26	Common Stock	F	1934	$33.52	Disposed	55009	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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	88000	Acquired		Common Stock (88000)	Direct
2011-01-24	Performance Shares	$0	A	43500	Acquired		Common Stock (43500)	Direct
2011-01-24	Restricted Stock Units	$0	A	30000	Acquired		Common Stock (30000)	Direct

Footnotes

F1: Shares held by the Garrett Living Trust, dtd 11/15/91 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 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 29,000 shares.

F10: Vesting of the Performance Share Units will be 25% 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 25% annually on the second, third, and fourth 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.