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: Rencher Bradley (SVP, Digital Marketing BU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	6934	$00.00	Acquired	29008	Direct
2012-01-24	Common Stock	F	2312	$30.95	Disposed	26696	Direct
2012-01-24	Common Stock	M	4250	$00.00	Acquired	30946	Direct
2012-01-24	Common Stock	F	1336	$30.95	Disposed	29610	Direct
2012-01-25	Common Stock	M	4100	$00.00	Acquired	33710	Direct
2012-01-25	Common Stock	F	1289	$31.34	Disposed	32421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance Shares	$0	M	6934	Disposed		Common Stock (6934)	Direct
2012-01-24	Restricted Stock Units	$0	M	4250	Disposed		Common Stock (4250)	Direct
2012-01-25	Restricted Stock Units	$0	M	4100	Disposed		Common Stock (4100)	Direct
2012-01-24	Performance Shares	$0	A	67500	Acquired		Common Stock (67500)	Direct
2012-01-24	Restricted Stock Units	$0	A	45000	Acquired		Common Stock (45000)	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 1/3 of the Performance Share Units earned by the participant in connection with the Performance Share award filed August 29, 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.

F4: 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 4,250 shares, January 24, 2014 as to 4,250 shares and January 24, 2015 as to the remaining 4,250 shares.

F5: 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 4,100 shares and January 25, 2014 as to the remaining 4,100 shares.

F6: 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 45,000 shares.

F7: 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.

F8: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.