ADOBE INC. — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2015-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-24	Common Stock	M	9150	—	Acquired	14963	Direct
2015-01-24	Common Stock	F	3512	$74.06	Disposed	11451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-24	Restricted Stock Units	$0.0	M	9150	Disposed		Common Stock (9150.0)	Direct
2015-01-26	Performance Shares	$0.0	A	48200	Acquired		Common Stock (48200.0)	Direct
2015-01-26	Restricted Stock Units	$0.0	A	24100	Acquired		Common Stock (24100.0)	Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

F2: RSU award granted on January 24, 2014 vests at a rate of 1/3 annually on the first, second and third anniversaries of the grant date. The remaining units will vest on January 24, 2016 as to 9,150 shares and January 24, 2017 as to the remaining 9,150 shares.

F3: 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 24,100 shares.

F4: The Performance Shares will vest in full upon the certification of performance goal achievement on or after January 24, 2018, if the performance goal is achieved and the holder continues to provide services to the Company on such date.

F5: Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.