ADOBE INC. — Director's Dealing 2014

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2014-01-24

Reporting Person: LAMKIN BRYAN (SVP, Technology & Corp Dev)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Performance Shares	$0	A	54900	Acquired		Common Stock (54900)	Direct
2014-01-24	Restricted Stock Units	$0	A	27450	Acquired		Common Stock (27450)	Direct

Footnotes

F1: 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 27,450 shares.

F2: The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2014 grant date, if the performance goal is achieved.

F3: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.