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: Wadhwani David (SVP, Creative & Interactive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	1389	$00.00	Acquired	4001	Direct
2011-01-24	Common Stock	F	584	$34.03	Disposed	3417	Direct
2011-01-24	Common Stock	M	3100	$00.00	Acquired	6517	Direct
2011-01-24	Common Stock	F	1202	$34.03	Disposed	5315	Direct
2011-01-25	Common Stock	M	3488	$00.00	Acquired	8803	Direct
2011-01-25	Common Stock	F	1279	$33.56	Disposed	7524	Direct
2011-01-26	Common Stock	M	1958	$00.00	Acquired	9482	Direct
2011-01-26	Common Stock	F	718	$33.52	Disposed	8764	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Performance Shares	$0	M	1389	Disposed		Common Stock (1389)	Direct
2011-01-24	Performance Shares	$0	M	3100	Disposed		Common Stock (3100)	Direct
2011-01-25	Restricted Stock Units	$0	M	3488	Disposed		Common Stock (3488)	Direct
2011-01-26	Restricted Stock Units	$0	M	1958	Disposed		Common Stock (1958)	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 June 24, 2010. 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 June 24, 2010. 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: 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.