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: THOMPSON MATTHEW (SVP WW Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	9300	$00.00	Acquired	42432	Direct
2012-01-24	Common Stock	F	3411	$30.95	Disposed	39021	Direct
2012-01-24	Common Stock	M	11267	$00.00	Acquired	50288	Direct
2012-01-24	Common Stock	F	4272	$30.95	Disposed	46016	Direct
2012-01-24	Common Stock	M	6750	$00.00	Acquired	52766	Direct
2012-01-24	Common Stock	F	2475	$30.95	Disposed	50291	Direct
2012-01-25	Common Stock	M	3750	$00.00	Acquired	54041	Direct
2012-01-25	Common Stock	F	1750	$31.34	Disposed	52291	Direct
2012-01-25	Common Stock	M	25000	$00.00	Acquired	77291	Direct
2012-01-25	Common Stock	F	11670	$31.34	Disposed	65621	Direct
2012-01-25	Common Stock	M	6300	$00.00	Acquired	71921	Direct
2012-01-25	Common Stock	F	2518	$31.34	Disposed	69403	Direct
2012-01-26	Common Stock	M	4125	$00.00	Acquired	73528	Direct
2012-01-26	Common Stock	F	1924	$31.18	Disposed	71604	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	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	3750	Disposed		Common Stock (3750)	Direct
2012-01-25	Restricted Stock Units	$0	M	25000	Disposed		Common Stock (25000)	Direct
2012-01-25	Performance Shares	$0	M	6300	Disposed		Common Stock (6300)	Direct
2012-01-26	Restricted Stock Units	$0	M	4125	Disposed		Common Stock (4125)	Direct
2012-01-24	Performance Shares	$0	A	93750	Acquired		Common Stock (93750)	Direct
2012-01-24	Restricted Stock Units	$0	A	62500	Acquired		Common Stock (62500)	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 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 3,750 shares and January 25, 2014 as to the remaining 3,750 shares.

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 12,500 shares and January 25, 2014 as to the remaining 12,500 shares.

F8: 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.

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.

F10: 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 62,500 shares.

F11: 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.

F12: Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.