ADOBE INC. — Director's Dealing 2017

Jan 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2017-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-24	Common Stock	M	250569	—	Acquired	549812	Indirect
2017-01-24	Common Stock	F	130746	$113.72	Disposed	419066	Indirect
2017-01-24	Common Stock	M	42183	—	Acquired	461249	Indirect
2017-01-24	Common Stock	F	22011	$113.72	Disposed	439238	Indirect
2017-01-24	Common Stock	M	37833	—	Acquired	477071	Indirect
2017-01-24	Common Stock	F	19741	$113.72	Disposed	457330	Indirect
2017-01-24	Common Stock	M	32655	—	Acquired	489985	Indirect
2017-01-24	Common Stock	F	17039	$113.72	Disposed	472946	Indirect
2017-01-25	Common Stock	S	169203	$113.9017	Disposed	303743	Indirect
2017-01-25	Common Stock	S	4500	$114.386	Disposed	299243	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-24	Performance Shares	$0.0	M	250569	Disposed		Common Stock (250569.0)	Direct
2017-01-24	Restricted Stock Units	$0.0	M	42183	Disposed		Common Stock (42183.0)	Direct
2017-01-24	Restricted Stock Units	$0.0	M	37833	Disposed		Common Stock (37833.0)	Direct
2017-01-24	Restricted Stock Unit	$0.0	M	32655	Disposed		Common Stock (32655.0)	Direct
2017-01-24	Performance Shares	$0.0	A	169960	Acquired		Common Stock (169960.0)	Direct
2017-01-24	Restricted Stock Unit	$0.0	A	84980	Acquired		Common Stock (84980.0)	Direct

Footnotes

F1: Shares held by The Narayen Family Trust, dtd 11/30/00 of which 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 June 28, 2016.

F4: This transaction was executed in multiple trades at prices ranging from $113.305 to $114.27. 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 $114.32 to $114.57. 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: The Performance Shares vested in full upon the certification of performance goal achievement at 198% following the three-year anniversary of the January 24, 2014 grant date.

F7: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 vesting commencement date.

F8: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2015 vesting commencement date.

F9: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2016 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, 2017 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, 2017 vesting commencement date.