ADOBE INC. — Director's Dealing 2013

Jan 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2013-01-24

Reporting Person: Rencher Bradley (SVP & GM, Digital Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-24	Common Stock	M	17400	$00.00	Acquired	29282	Direct
2013-01-24	Common Stock	F	5969	$38.10	Disposed	23313	Direct
2013-01-24	Common Stock	M	11250	$00.00	Acquired	34563	Direct
2013-01-24	Common Stock	F	5281	$38.10	Disposed	29282	Direct
2013-01-24	Common Stock	M	6933	$00.00	Acquired	36215	Direct
2013-01-24	Common Stock	F	2354	$38.10	Disposed	33861	Direct
2013-01-24	Common Stock	M	4250	$00.00	Acquired	38111	Direct
2013-01-24	Common Stock	F	1374	$38.10	Disposed	36737	Direct
2013-01-25	Common Stock	M	4100	$00.00	Acquired	40837	Direct
2013-01-25	Common Stock	F	1924	$38.32	Disposed	38913	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-24	Performance Shares	$0	M	17400	Disposed		Common Stock (17400)	Direct
2013-01-24	Restricted Stock Units	$0	M	11250	Disposed		Common Stock (11250)	Direct
2013-01-24	Performance Shares	$0	M	6933	Disposed		Common Stock (6933)	Direct
2013-01-24	Restricted Stock Units	$0	M	4250	Disposed		Common Stock (4250)	Direct
2013-01-25	Restricted Stock Units	$0	M	4100	Disposed		Common Stock (4100)	Direct
2013-01-24	Performance Shares	$0	A	80000	Acquired		Common Stock (80000)	Direct
2013-01-24	Restricted Stock Units	$0	A	40000	Acquired		Common Stock (40000)	Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting of Performance Shares.

F2: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

F3: Represents the number of shares acquired upon vesting of 1/3 of the Performance Shares earned by the participant in connection with the Performance Share award filed January 26, 2012. The participant earned 116% of the target award based on the achievement of certain pre-established performance goals during the 2012 fiscal year. The remaining Performance Shares will vest as to 1/3 of the full earned amount on each of the second and third anniversary of the January 24, 2012 grant date.

F4: RSU award granted on January 24, 2012 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 24, 2014 as to 11,250 shares, January 24, 2015 as to 11,250 shares and January 24, 2016 as to the remaining 11,250 shares.

F5: Represents the number of shares acquired upon vesting of 1/3 of the Performance Shares earned by the participant in connection with the Performance Share award filed on Form 3 on August 18, 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 Shares will vest as to 1/3 of the full earned amount on the third anniversary of the January 24, 2011 grant date.

F6: RSU award granted on January 24, 2011 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 24, 2014 as to 4,250 shares and January 24, 2015 as to the remaining 4,250 shares.

F7: RSU award granted on January 25, 2010 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 25, 2014 as to the remaining 4,100 shares.

F8: Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of a pre-established performance goal during the three-year performance period. Each Performance Share represents a contingent right to receive one share of ADBE common stock. The maximum number represents 200% of the target payout of 40,000 shares.

F9: The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2013 grant date, if the performance goal is achieved.

F10: Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date.