ADOBE INC. — Director's Dealing 2018

Jan 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADOBE SYSTEMS INC (ADBE)
CIK: 0000796343
Period of Report: 2018-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-24	Common Stock	M	227000	—	Acquired	526514	Indirect
2018-01-24	Common Stock	F	111801	$197.78	Disposed	414713	Indirect
2018-01-24	Common Stock	M	37833	—	Acquired	452546	Indirect
2018-01-24	Common Stock	F	18757	$197.78	Disposed	433789	Indirect
2018-01-24	Common Stock	M	32655	—	Acquired	466444	Indirect
2018-01-24	Common Stock	F	16190	$197.78	Disposed	450254	Indirect
2018-01-24	Common Stock	M	28327	—	Acquired	478581	Indirect
2018-01-24	Common Stock	F	14044	$197.78	Disposed	464537	Indirect
2018-01-25	Common Stock	S	15132	$196.7502	Disposed	449405	Indirect
2018-01-25	Common Stock	S	92539	$197.6312	Disposed	356866	Indirect
2018-01-25	Common Stock	S	57352	$198.6211	Disposed	299514	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-24	Performance Shares	$0.0	M	227000	Disposed		Common Stock (227000.0)	Direct
2018-01-24	Restricted Stock Units	$0.0	M	37833	Disposed		Common Stock (37833.0)	Direct
2018-01-24	Restricted Stock Unit	$0.0	M	32655	Disposed		Common Stock (32655.0)	Direct
2018-01-24	Restricted Stock Unit	$0.0	M	28327	Disposed		Common Stock (28327.0)	Direct
2018-01-24	Performance Shares	$0.0	A	122690	Acquired		Common Stock (122690.0)	Direct
2018-01-24	Restricted Stock Unit	$0.0	A	61345	Acquired		Common Stock (61345.0)	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 October 23, 2017.

F4: This transaction was executed in multiple trades at prices ranging from $196.21 to $197.20. 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 $197.21 to $198.20. 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: This transaction was executed in multiple trades at prices ranging from $198.22 to $199.15. 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.

F7: The Performance Shares vested in full upon the certification of performance goal achievement at 200% following the three-year anniversary of the January 24, 2015 grant 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: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2017 vesting commencement date.

F11: Represents 200% of the target payout (the maximum number of Performance Shares that will be earned, if at all) following the three-year performance period.

F12: The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2018 vesting commencement date, if the performance goal is achieved.

F13: Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2018 vesting commencement date.