ADOBE INC. — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2012-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Common Stock	M	200000	$32.42	Acquired	425354	Indirect
2012-05-07	Common Stock	S	200000	$33.88	Disposed	225354	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Stock Option (right to buy)	$32.42	M	200000	Disposed	2012-05-24	Common Stock (200000)	Direct

Footnotes

F1: The option exercise and sale reported in this Form 4 were effected pursuant to a plan intended to comply with Rule 10b5-1(c), adopted by the reporting person on August 2, 2011, at which time the reporting person was not aware of material nonpublic information. On May 7, 2012, on account of broker error in failing to execute trades on May 1, 2012 under the terms of the plan, the shares were sold at a price of $33.88, which was the volume weighted average sales price of the Issuer's common stock on May 1, 2012.

F2: Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

F3: Option award granted on May 24, 2005 had fully vested prior to the date of this Form 4.