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: Lewnes Ann (SVP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	14500	—	Acquired	38565	Direct
2014-01-24	Common Stock	F	6990	$59.09	Disposed	31575	Direct
2014-01-24	Common Stock	M	9375	—	Acquired	40950	Direct
2014-01-24	Common Stock	F	4891	$59.09	Disposed	36059	Direct
2014-01-24	Common Stock	M	8233	—	Acquired	44292	Direct
2014-01-24	Common Stock	F	3183	$59.09	Disposed	41109	Direct
2014-01-24	Common Stock	M	4750	—	Acquired	45859	Direct
2014-01-24	Common Stock	F	1785	$59.09	Disposed	44074	Direct
2014-01-24	Common Stock	M	13750	—	Acquired	57824	Direct
2014-01-24	Common Stock	F	7174	$59.09	Disposed	50650	Direct
2014-01-25	Common Stock	M	3000	—	Acquired	53650	Direct
2014-01-25	Common Stock	F	1565	$59.09	Disposed	52085	Direct
2014-01-25	Common Stock	M	10000	—	Acquired	62085	Direct
2014-01-25	Common Stock	F	5218	$59.09	Disposed	56867	Direct
2014-01-27	Common Stock	S	25140	$57.9587	Disposed	31727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Performance Shares	$0	M	14500	Disposed		Common Stock (14500)	Direct
2014-01-24	Restricted Stock Units	$0	M	9375	Disposed		Common Stock (9375)	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	13750	Disposed		Common Stock (13750)	Direct
2014-01-25	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	Direct
2014-01-25	Restricted Stock Units	$0	M	10000	Disposed		Common Stock (10000)	Direct
2014-01-24	Performance Shares	$0	A	38000	Acquired		Common Stock (38000)	Direct
2014-01-24	Restricted Stock Units	$0	A	19000	Acquired		Common Stock (19000)	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 $57.93 to $58.04. 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 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.

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, 2015 as to 9,375 shares and January 24, 2016 as to the remaining 9,375 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 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.

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, 2015 as to the remaining 4,750 shares.

F8: 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 13,750 shares.

F9: 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.

F10: RSU award granted on January 25, 2010 vested in full on January 25, 2014.

F11: 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 19,000 shares.

F12: 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.

F13: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.