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: NARAYEN SHANTANU (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-24	Common Stock	M	60900	$00.00	Acquired	287129	Indirect
2013-01-24	Common Stock	F	31777	$38.10	Disposed	255352	Indirect
2013-01-24	Common Stock	M	39375	$00.00	Acquired	294727	Indirect
2013-01-24	Common Stock	F	20545	$38.10	Disposed	274182	Indirect
2013-01-24	Common Stock	M	39433	$00.00	Acquired	313615	Indirect
2013-01-24	Common Stock	F	20576	$38.10	Disposed	293039	Indirect
2013-01-24	Common Stock	M	23500	$00.00	Acquired	316539	Indirect
2013-01-24	Common Stock	F	12262	$38.10	Disposed	304277	Indirect
2013-01-24	Common Stock	M	32000	$00.00	Acquired	336277	Indirect
2013-01-24	Common Stock	F	12967	$38.10	Disposed	323310	Indirect
2013-01-25	Common Stock	M	42750	$00.00	Acquired	366060	Indirect
2013-01-25	Common Stock	F	22306	$38.32	Disposed	343754	Indirect
2013-01-25	Common Stock	M	23750	$00.00	Acquired	367504	Indirect
2013-01-25	Common Stock	F	12392	$38.32	Disposed	355112	Indirect
2013-01-26	Common Stock	M	11887	$00.00	Acquired	366999	Indirect
2013-01-26	Common Stock	F	6202	$38.32	Disposed	360797	Indirect
2013-01-28	Common Stock	S	130000	$38.2225	Disposed	230797	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-24	Performance Shares	$0	M	60900	Disposed		Common Stock (60900)	Direct
2013-01-24	Restricted Stock Units	$0	M	39375	Disposed		Common Stock (39375)	Direct
2013-01-24	Performance Shares	$0	M	39433	Disposed		Common Stock (39433)	Direct
2013-01-24	Restricted Stock Units	$0	M	23500	Disposed		Common Stock (23500)	Direct
2013-01-24	Restricted Stock Units	$0	M	32000	Disposed		Common Stock (32000)	Direct
2013-01-25	Performance Shares	$0	M	42750	Disposed		Common Stock (42750)	Direct
2013-01-25	Restricted Stock Units	$0	M	23750	Disposed		Common Stock (23750)	Direct
2013-01-26	Restricted Stock Units	$0	M	11887	Disposed		Common Stock (11887)	Direct
2013-01-24	Performance Shares	$0	A	315000	Acquired		Common Stock (315000)	Direct
2013-01-24	Restricted Stock Units	$0	A	157500	Acquired		Common Stock (157500)	Direct

Footnotes

F1: Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

F2: Shares surrendered to pay tax liability due at vesting of Performance Shares.

F3: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

F4: This transaction was executed in multiple trades at prices ranging from $38.13 to $38.28. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

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 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.

F6: 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 39,375 shares, January 24, 2015 as to 39,375 shares and January 24, 2016 as to the remaining 39,375 shares.

F7: 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, 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.

F8: 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 23,500 shares and January 24, 2015 as to the remaining 23,500 shares.

F9: RSU award granted on January 24, 2008 vests at a rate of 50% on the fourth year anniversary of the grant date and 50% on the fifth year anniversary of the grant date. This Restricted Stock Unit award vested in full on January 24, 2013.

F10: 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, 2010. The participant earned 135% of the target award based on the achievement of certain pre-established performance goals during the 2010 fiscal year. This Performance Share award vested in full on the third anniversary of the January 25, 2010 grant date.

F11: 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 23,750 shares.

F12: RSU award granted on January 26, 2009 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. This Restricted Stock Unit award vested in full on January 26, 2013.

F13: 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 157,500 shares.

F14: 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.

F15: Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date.