ADOBE INC. — Director's Dealing 2012

Dec 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2012-12-24

Reporting Person: Wadhwani David (SVP, Digital Media BU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-24	Common Stock	M	35000	$30.7900	Acquired	51997	Direct
2012-12-24	Common Stock	M	16041	$19.9300	Acquired	68038	Direct
2012-12-24	Common Stock	S	54330	$37.3683	Disposed	13708	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-24	Stock Options (right to buy)	$30.7900	M	35000	Disposed	2013-06-22	Common Stock (35000)	Direct
2012-12-24	Stock Options (right to buy)	$19.9300	M	16041	Disposed	2016-01-26	Common Stock (16041)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $37.3500 to $37.4301. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

F2: Options are fully vested and exercisable.

F3: Vests at a rate of 2.08% per month for 48 months.