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: Wadhwani David (SVP & GM, Digital Media)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-24	Common Stock	M	21268	$00.00	Acquired	34976	Direct
2013-01-24	Common Stock	F	9895	$38.10	Disposed	25081	Direct
2013-01-24	Common Stock	M	13750	$00.00	Acquired	38831	Direct
2013-01-24	Common Stock	F	7174	$38.10	Disposed	31657	Direct
2013-01-24	Common Stock	M	11267	$00.00	Acquired	42924	Direct
2013-01-24	Common Stock	F	4366	$38.10	Disposed	38558	Direct
2013-01-24	Common Stock	M	6750	$00.00	Acquired	45308	Direct
2013-01-24	Common Stock	F	2536	$38.10	Disposed	42772	Direct
2013-01-25	Common Stock	M	3487	$00.00	Acquired	46259	Direct
2013-01-25	Common Stock	F	1819	$38.32	Disposed	44440	Direct
2013-01-25	Common Stock	S	21796	$38.2815	Disposed	22644	Direct
2013-01-26	Common Stock	M	1958	$00.00	Acquired	24602	Direct
2013-01-26	Common Stock	F	1021	$38.32	Disposed	23581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-24	Performance Shares	$0	M	21268	Disposed		Common Stock (21268)	Direct
2013-01-24	Restricted Stock Units	$0	M	13750	Disposed		Common Stock (13750)	Direct
2013-01-24	Performance Shares	$0	M	11267	Disposed		Common Stock (11267)	Direct
2013-01-24	Restricted Stock Units	$0	M	6750	Disposed		Common Stock (6750)	Direct
2013-01-25	Restricted Stock Units	$0	M	3487	Disposed		Common Stock (3487)	Direct
2013-01-26	Restricted Stock Units	$0	M	1958	Disposed		Common Stock (1958)	Direct
2013-01-24	Performance Shares	$0	A	95000	Acquired		Common Stock (95000)	Direct
2013-01-24	Restricted Stock Units	$0	A	47500	Acquired		Common Stock (47500)	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: This transaction was executed in multiple trades at prices ranging from $38.26 to $38.32. 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.

F4: 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.

F5: 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 13,750 shares, January 24, 2015 as to 13,750 shares and January 24, 2016 as to the remaining 13,750 shares.

F6: 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.

F7: 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 6,750 shares and January 24, 2015 as to the remaining 6,750 shares.

F8: 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 3,487 shares.

F9: 25% of the original amount of the Restricted Stock Unit award of 7,833 shares vested annually on January 26, 2010, January 26, 2011, January 26, 2012 and January 26, 2013, resulting in the grant being vested in full on January 26, 2013.

F10: 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 47,500 shares.

F11: 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.

F12: Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date.