ADOBE INC. — Director's Dealing 2012

Dec 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2012-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	121324	$19.9300	Acquired	222859	Indirect
2012-12-28	Common Stock	S	121324	$37.1425	Disposed	101535	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Stock Options (right to buy)	$19.9300	M	121324	Disposed	2016-01-26	Common Stock (121324)	Direct

Footnotes

F1: Includes 875 shares acquired on June 29, 2012 pursuant to Adobe's 1997 Employee Stock Purchase Plan, as amended.

F2: Shares held by the Garrett Living Trust, dtd 11/15/91 of which reporting person is a trustee.

F3: This transaction was executed in multiple trades at prices ranging from $37.10 to $37.19. 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.

F4: Vests monthly at a rate of 2.08% of the original grant of 126,600 shares for 48 months from the original grant date of January 26, 2009.