ADOBE INC. — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2012-01-24

Reporting Person: NARAYEN SHANTANU (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	26660	$00.00	Acquired	232276	Indirect
2012-01-24	Common Stock	F	12444	$30.95	Disposed	219832	Indirect
2012-01-24	Common Stock	M	32000	$00.00	Acquired	251832	Indirect
2012-01-24	Common Stock	F	14937	$30.95	Disposed	236895	Indirect
2012-01-24	Common Stock	M	39434	$00.00	Acquired	276329	Indirect
2012-01-24	Common Stock	F	14577	$30.95	Disposed	261752	Indirect
2012-01-24	Common Stock	M	23500	$00.00	Acquired	285252	Indirect
2012-01-24	Common Stock	F	10969	$30.95	Disposed	274283	Indirect
2012-01-25	Common Stock	M	42750	$00.00	Acquired	317033	Indirect
2012-01-25	Common Stock	F	20682	$31.34	Disposed	296351	Indirect
2012-01-25	Common Stock	M	23750	$00.00	Acquired	320101	Indirect
2012-01-25	Common Stock	F	11086	$31.34	Disposed	309015	Indirect
2012-01-26	Common Stock	M	11887	$00.00	Acquired	320902	Indirect
2012-01-26	Common Stock	F	5548	$31.18	Disposed	315354	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance Shares	$0	M	26660	Disposed		Common Stock (26660)	Direct
2012-01-24	Restricted Stock Units	$0	M	32000	Disposed		Common Stock (32000)	Direct
2012-01-24	Performance Shares	$0	M	39434	Disposed		Common Stock (39434)	Direct
2012-01-24	Restricted Stock Units	$0	M	23500	Disposed		Common Stock (23500)	Direct
2012-01-25	Performance Shares	$0	M	42750	Disposed		Common Stock (42750)	Direct
2012-01-25	Restricted Stock Units	$0	M	23750	Disposed		Common Stock (23750)	Direct
2012-01-26	Restricted Stock Units	$0	M	11887	Disposed		Common Stock (11887)	Direct
2012-01-24	Performance Shares	$0	A	236250	Acquired		Common Stock (236250)	Direct
2012-01-24	Restricted Stock Units	$0	A	157500	Acquired		Common Stock (157500)	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 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. This Performance Share award vested in full on the fourth anniversary of the January 24, 2008 grant date.

F5: Vests at a rate of 50% on the fourth year anniversary of the January 24, 2008 grant date and 50% on the fifth year anniversary of the grant date. The remaining units will vest on January 24, 2013 as to 32,000 shares.

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, 2011. The participant earned 130% of the target award based on the achievement of certain pre-established performance goals during the 2011 fiscal year. The remaining Performance Share Units will vest as to 1/3 of the full earned amount on each of the second and third anniversary of the January 24, 2011 grant date.

F7: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2011 grant date. The remaining units will vest on January 24, 2013 as to 23,500 shares, January 24, 2014 as to 23,500 shares and January 24, 2015 as to the remaining 23,500 shares.

F8: 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 as to 1/3 of the full earned amount on the third anniversary of the January 25, 2010 grant date.

F9: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 25, 2010 grant date. The remaining units will vest on January 25, 2013 as to 23,750 shares and January 25, 2014 as to the remaining 23,750 shares.

F10: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 26, 2009 grant date. The remaining units will vest on January 26, 2013 as to 11,887 shares.

F11: 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 2012 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 157,500 shares.

F12: Vesting of the Performance Share Units will be 1/3 of the full earned amount upon the later of the (i) certification of performance goal achievement and (ii) one year anniversary of the January 24, 2012 grant date, with the remaining Units vesting as to 1/3 of the full earned amount on each of the second and third anniversary of the grant date, if the initial performance goals are achieved.

F13: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.