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: Wadhwani David (SVP, Digital Media BU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	3100	$00.00	Acquired	10862	Direct
2012-01-24	Common Stock	F	1280	$30.95	Disposed	9582	Direct
2012-01-24	Common Stock	M	11267	$00.00	Acquired	20849	Direct
2012-01-24	Common Stock	F	4132	$30.95	Disposed	16717	Direct
2012-01-24	Common Stock	M	6750	$00.00	Acquired	23467	Direct
2012-01-24	Common Stock	F	2475	$30.95	Disposed	20992	Direct
2012-01-25	Common Stock	M	3488	$00.00	Acquired	24480	Direct
2012-01-25	Common Stock	F	1279	$31.34	Disposed	23201	Direct
2012-01-26	Common Stock	M	1958	$00.00	Acquired	25159	Direct
2012-01-26	Common Stock	F	913	$31.18	Disposed	24246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance Shares	$0	M	3100	Disposed		Common Stock (3100)	Direct
2012-01-24	Performance Shares	$0	M	11267	Disposed		Common Stock (11267)	Direct
2012-01-24	Restricted Stock Units	$0	M	6750	Disposed		Common Stock (6750)	Direct
2012-01-25	Restricted Stock Units	$0	M	3488	Disposed		Common Stock (3488)	Direct
2012-01-26	Restricted Stock Units	$0	M	1958	Disposed		Common Stock (1958)	Direct
2012-01-24	Performance Shares	$0	A	82500	Acquired		Common Stock (82500)	Direct
2012-01-24	Restricted Stock Units	$0	A	55000	Acquired		Common Stock (55000)	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 June 24, 2010. 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 6,750 shares, January 24, 2014 as to 6,750 shares and January 24, 2015 as to the remaining 6,750 shares.

F6: 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 3,487 shares and January 25, 2014 as to the remaining 3,487 shares.

F7: 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 1,958 shares.

F8: 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 55,000 shares.

F9: 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.

F10: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.