ADOBE INC. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2014-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	M	36000	$34.6400	Acquired	267672	Indirect
2014-01-02	Common Stock	M	14000	$19.9300	Acquired	281672	Indirect
2014-01-02	Common Stock	S	50000	$59.1315	Disposed	231672	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Stock Option (right to buy)	$34.64	M	36000	Disposed	2015-01-24	Common Stock (36000)	Direct
2014-01-02	Stock Option (right to buy)	$19.93	M	14000	Disposed	2016-01-26	Common Stock (14000)	Direct

Footnotes

F1: The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person April 9, 2013.

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

F3: This transaction was executed in multiple trades at prices ranging from $58.94 to $59.42. 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: Options granted January 24, 2008 are fully vested and exercisable.

F5: Options granted January 26, 2009 are fully vested and exercisable.