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: DILLON MICHAEL A (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	M	12500	$00.00	Acquired	19215	Direct
2014-01-24	Common Stock	F	4785	$59.09	Disposed	14430	Direct
2014-01-27	Common Stock	S	3858	$58.11	Disposed	10572	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Restricted Stock Units	$0	M	12500	Disposed		Common Stock (12500)	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 Restricted Stock Units.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person October 31, 2013.

F3: 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.

F4: 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.

F5: 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.

F6: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.