ADOBE INC. — Director's Dealing 2012

Jun 28, 2012

SEC Form 4/A — Form 4/A

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2012-01-24

Reporting Person: NARAYEN SHANTANU (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Performance Shares	$0	A	200000	Acquired		Common Stock (200000)	Direct

Footnotes

F1: 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 represents a contingent right to receive one share of ADBE common stock. This Form 4 amendment is being filed in order to correct a clerical error, which previously stated the incorrect maximum number of Performance Shares that could be earned pursuant to this grant.

F2: Vesting of the Performance Shares 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 Performance Shares 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.