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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-24	Common Stock	M	12500	—	Acquired	30299	Direct
2015-01-24	Common Stock	F	4767	$74.06	Disposed	25532	Direct
2015-01-24	Common Stock	M	6334	—	Acquired	31866	Direct
2015-01-24	Common Stock	F	3158	$74.06	Disposed	28708	Direct
2015-01-26	Common Stock	S	4455	$72.2256	Disposed	24253	Direct
2015-01-26	Common Stock	S	1000	$72.884	Disposed	23253	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-24	Restricted Stock Units	$0.0	M	12500	Disposed		Common Stock (12500.0)	Direct
2015-01-24	Restricted Stock Units	$0.0	M	6334	Disposed		Common Stock (6334.0)	Direct
2015-01-26	Performance Shares	$0.0	A	34400	Acquired		Common Stock (34400.0)	Direct
2015-01-26	Restricted Stock Units	$0.0	A	17200	Acquired		Common Stock (17200.0)	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 July 16, 2014.

F3: This transaction was executed in multiple trades at prices ranging from $71.85 to $72.8. 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: This transaction was executed in multiple trades at prices ranging from $72.87 to $72.905. 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.

F5: Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date. This Restricted Stock Unit award vested in full on January 24, 2015.

F6: 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 6,333 shares and January 24, 2017 as to the remaining 6,333 shares.

F7: 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 17,200 shares.

F8: 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.

F9: Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.