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: THOMPSON MATTHEW (EVP WW Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-24	Common Stock	M	24166	—	Acquired	75462	Direct
2015-01-24	Common Stock	F	11623	$74.06	Disposed	63839	Direct
2015-01-24	Common Stock	M	15625	—	Acquired	79464	Direct
2015-01-24	Common Stock	F	8153	$74.06	Disposed	71311	Direct
2015-01-24	Common Stock	M	6750	—	Acquired	78061	Direct
2015-01-24	Common Stock	F	2602	$74.06	Disposed	75459	Direct
2015-01-24	Common Stock	M	27500	—	Acquired	102959	Direct
2015-01-24	Common Stock	F	14349	$74.06	Disposed	88610	Direct
2015-01-24	Common Stock	M	13367	—	Acquired	101977	Direct
2015-01-24	Common Stock	F	6974	$74.06	Disposed	95003	Direct
2015-01-26	Common Stock	M	12835	$34.03	Acquired	107838	Direct
2015-01-26	Common Stock	S	56542	$72.4402	Disposed	51296	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-24	Performance Shares	$0.0	M	24166	Disposed		Common Stock (24166.0)	Direct
2015-01-24	Restricted Stock Units	$0.0	M	15625	Disposed		Common Stock (15625.0)	Direct
2015-01-24	Restricted Stock Units	$0.0	M	6750	Disposed		Common Stock (6750.0)	Direct
2015-01-24	Restricted Stock Units	$0.0	M	27500	Disposed		Common Stock (27500.0)	Direct
2015-01-24	Restricted Stock Units	$0.0	M	13367	Disposed		Common Stock (13367.0)	Direct
2015-01-26	Performance Shares	$0.0	A	68800	Acquired		Common Stock (68800.0)	Direct
2015-01-26	Restricted Stock Units	$0.0	A	34400	Acquired		Common Stock (34400.0)	Direct
2015-01-26	Stock Options (right to buy)	$34.03	M	12835	Disposed	2018-01-24	Common Stock (12835.0)	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 $72.33 to $72.78. 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 January 26, 2012. The participant earned 116% of the target award based on the achievement of certain pre-established performance goals during the 2012 fiscal year. This Performance Share award vested in full 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, 2016 as to the remaining 15,625 shares.

F6: 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. This Restricted Stock Unit award vested in full on January 24, 2015.

F7: 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.

F8: 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 13,367 shares and January 24, 2017 as to the remaining 13,366 shares.

F9: 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 34,400 shares.

F10: 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.

F11: Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.

F12: Options granted January 24, 2011 are fully vested and exercisable.