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: Gupta Naresh (SVP, Print & Publishing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	11600	—	Acquired	37182	Direct
2014-01-24	Common Stock	M	7500	—	Acquired	44682	Direct
2014-01-24	Common Stock	M	8233	—	Acquired	52915	Direct
2014-01-24	Common Stock	M	4750	—	Acquired	57665	Direct
2014-01-24	Common Stock	M	12500	—	Acquired	70165	Direct
2014-01-25	Common Stock	M	3000	—	Acquired	73165	Direct
2014-01-25	Common Stock	M	7500	—	Acquired	80665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Performance Shares	$0	M	11600	Disposed		Common Stock (11600)	Direct
2014-01-24	Restricted Stock Units	$0	M	7500	Disposed		Common Stock (7500)	Direct
2014-01-24	Performance Shares	$0	M	8233	Disposed		Common Stock (8233)	Direct
2014-01-24	Restricted Stock Units	$0	M	4750	Disposed		Common Stock (4750)	Direct
2014-01-24	Restricted Stock Units	$0	M	12500	Disposed		Common Stock (12500)	Direct
2014-01-25	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	Direct
2014-01-25	Restricted Stock Units	$0	M	7500	Disposed		Common Stock (7500)	Direct
2014-01-24	Performance Shares	$0	A	33800	Acquired		Common Stock (33800)	Direct
2014-01-24	Restricted Stock Units	$0	A	16900	Acquired		Common stock (16900)	Direct

Footnotes

F1: 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 January 24, 2014. 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 the third anniversary of the January 24, 2012 grant date.

F2: 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, 2015 as to 7,500 shares and January 24, 2016 as to the remaining 7,500 shares.

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 on Form 3 on January 24, 2014. The participant earned 130% of the target award based on the achievement of certain pre-established performance goals during the 2011 fiscal year. This Performance Share award vested in full on the third anniversary of the January 24, 2011 grant date.

F4: 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, 2015 as to the remaining 4,750 shares.

F5: Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date. The remaining units will vest on January 24, 2015 as to the remaining 12,500 shares.

F6: 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. This Restricted Stock Unit award vested in full on January 25, 2014.

F7: RSU award granted on January 25, 2010 vested in full on January 25, 2014.

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 16,900 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, 2014 grant date, if the performance goal is achieved.

F10: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.