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: THOMPSON MATTHEW (EVP WW Field Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-24	Common Stock	M	15625	—	Acquired	67343	Direct
2016-01-24	Common Stock	F	6578	$89.63	Disposed	60765	Direct
2016-01-24	Common Stock	M	108900	—	Acquired	169665	Direct
2016-01-24	Common Stock	F	56824	$89.63	Disposed	112841	Direct
2016-01-24	Common Stock	M	13367	—	Acquired	126208	Direct
2016-01-24	Common Stock	F	6974	$89.63	Disposed	119234	Direct
2016-01-24	Common Stock	M	11467	—	Acquired	130701	Direct
2016-01-24	Common Stock	F	5983	$89.63	Disposed	124718	Direct
2016-01-26	Common Stock	S	73000	$86.8356	Disposed	51718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-24	Restricted Stock Units	$0.0	M	15625	Disposed		Common Stock (15625.0)	Direct
2016-01-24	Performance Shares	$0.0	M	108900	Disposed		Common Stock (108900.0)	Direct
2016-01-24	Restricted Stock Units	$0.0	M	13367	Disposed		Common Stock (13367.0)	Direct
2016-01-24	Restricted Stock Units	$0.0	M	11467	Disposed		Common Stock (11467.0)	Direct
2016-01-25	Performance Shares	$0.0	A	57150	Acquired		Common Stock (57150.0)	Direct
2016-01-25	Restricted Stock Unit	$0.0	A	28575	Acquired		Common Stock (28575.0)	Direct

Footnotes

F1: Shares surrendered to pay tax liability due at vesting.

F2: This transaction was executed in multiple trades at prices ranging from $86.29 to $87.12. 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.

F3: 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.

F4: 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.

F5: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date.

F6: Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.

F7: 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.

F8: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2016 vesting commencement date.