ADOBE INC. — Director's Dealing 2016

Jan 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2016-01-24

Reporting Person: NARAYEN SHANTANU (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-24	Common Stock	M	39375	—	Acquired	315978	Indirect
2016-01-24	Common Stock	F	20545	$89.63	Disposed	295433	Indirect
2016-01-24	Common Stock	M	311850	—	Acquired	607283	Indirect
2016-01-24	Common Stock	F	162723	$89.63	Disposed	444560	Indirect
2016-01-24	Common Stock	M	42183	—	Acquired	486743	Indirect
2016-01-24	Common Stock	F	22011	$89.63	Disposed	464732	Indirect
2016-01-24	Common Stock	M	37834	—	Acquired	502566	Indirect
2016-01-24	Common Stock	F	19741	$89.63	Disposed	482825	Indirect
2016-01-26	Common Stock	S	30669	$86.3164	Disposed	452156	Indirect
2016-01-26	Common Stock	S	153184	$86.9285	Disposed	298972	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-24	Restricted Stock Units	$0.0	M	39375	Disposed		Common Stock (39375.0)	Direct
2016-01-24	Performance Shares	$0.0	M	311850	Disposed		Common Stock (311850.0)	Direct
2016-01-24	Restricted Stock Units	$0.0	M	42183	Disposed		Common Stock (42183.0)	Direct
2016-01-24	Restricted Stock Units	$0.0	M	37834	Disposed		Common Stock (37834.0)	Direct
2016-01-25	Performance Shares	$0.0	A	195930	Acquired		Common Stock (195930.0)	Direct
2016-01-25	Restricted Stock Unit	$0.0	A	97965	Acquired		Common Stock (97965.0)	Direct

Footnotes

F1: Shares held by The Narayen Family Trust, dtd 11/30/00, of which the reporting person is a trustee.

F2: Shares surrendered to pay tax liability due at vesting.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person March 19, 2015.

F4: This transaction was executed in multiple trades at prices ranging from $85.56 to $86.555. 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: This transaction was executed in multiple trades at prices ranging from $86.56 to $87.54. 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.

F6: 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.

F7: The Performance Shares vested in full upon the certification of performance goal achievement at 198% following the three-year anniversary of the January 24, 2013 grant date.

F8: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.

F9: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2015 vesting commencement date.

F10: The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2016 vesting commencement date, if the performance goal is achieved.

F11: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2016 vesting commencement date.