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: COTTLE KAREN O (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	9300	$00.00	Acquired	82747	Direct
2012-01-24	Common Stock	F	3411	$30.95	Disposed	79336	Direct
2012-01-24	Common Stock	M	8234	$00.00	Acquired	87570	Direct
2012-01-24	Common Stock	F	3163	$30.95	Disposed	84407	Direct
2012-01-24	Common Stock	M	4750	$00.00	Acquired	89157	Direct
2012-01-24	Common Stock	F	1742	$30.95	Disposed	87415	Direct
2012-01-25	Common Stock	M	4950	$00.00	Acquired	92365	Direct
2012-01-25	Common Stock	F	1815	$31.34	Disposed	90550	Direct
2012-01-25	Common Stock	M	17500	$00.00	Acquired	108050	Direct
2012-01-25	Common Stock	F	8046	$31.34	Disposed	100004	Direct
2012-01-25	Common Stock	M	3000	$00.00	Acquired	103004	Direct
2012-01-25	Common Stock	F	1100	$31.34	Disposed	101904	Direct
2012-01-26	Common Stock	M	4125	$00.00	Acquired	106029	Direct
2012-01-26	Common Stock	F	1924	$31.18	Disposed	104105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance Shares	$0	M	9300	Disposed		Common Stock (9300)	Direct
2012-01-24	Performance Shares	$0	M	8234	Disposed		Common Stock (8234)	Direct
2012-01-24	Restricted Stock Units	$0	M	4750	Disposed		Common Stock (4750)	Direct
2012-01-25	Performance Shares	$0	M	4950	Disposed		Common Stock (4950)	Direct
2012-01-25	Restricted Stock Units	$0	M	17500	Disposed		Common Stock (17500)	Direct
2012-01-25	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	Direct
2012-01-26	Restricted Stock Units	$0	M	4125	Disposed		Common Stock (4125)	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 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.

F4: 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.

F5: 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 4,750 shares, January 24, 2014 as to 4,750 shares and January 24, 2015 as to the remaining 4,750 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, 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.

F7: Vests at a rate of 50% on the second anniversary of the January 25, 2010 grant date, and then 25% annually on the third and fourth anniversary of the grant date. The remaining units will vest on January 25, 2013 as to 8,750 shares and January 25, 2014 as to the remaining 8,750 shares.

F8: 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 3,000 shares and January 25, 2014 as to the remaining 3,000 shares.

F9: 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 4,125 shares.