| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ ADBE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/24/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/24/2013 | M | 17,400 | A | $00.00 | 29,282 | D | |||
| Common Stock | 01/24/2013 | F | 5,969(1) | D | $38.1 | 23,313 | D | |||
| Common Stock | 01/24/2013 | M | 11,250 | A | $00.00 | 34,563 | D | |||
| Common Stock | 01/24/2013 | F | 5,281(2) | D | $38.1 | 29,282 | D | |||
| Common Stock | 01/24/2013 | M | 6,933 | A | $00.00 | 36,215 | D | |||
| Common Stock | 01/24/2013 | F | 2,354(1) | D | $38.1 | 33,861 | D | |||
| Common Stock | 01/24/2013 | M | 4,250 | A | $00.00 | 38,111 | D | |||
| Common Stock | 01/24/2013 | F | 1,374(2) | D | $38.1 | 36,737 | D | |||
| Common Stock | 01/25/2013 | M | 4,100 | A | $00.00 | 40,837 | D | |||
| Common Stock | 01/25/2013 | F | 1,924(2) | D | $38.32 | 38,913 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Shares | $0 | 01/24/2013 | M | 17,400 | (3) | (3) | Common Stock | 17,400 | $0 | 34,800 | D | ||||
| Restricted Stock Units | $0 | 01/24/2013 | M | 11,250 | (4) | (4) | Common Stock | 11,250 | $0 | 33,750 | D | ||||
| Performance Shares | $0 | 01/24/2013 | M | 6,933 | (5) | (5) | Common Stock | 6,933 | $0 | 6,933 | D | ||||
| Restricted Stock Units | $0 | 01/24/2013 | M | 4,250 | (6) | (6) | Common Stock | 4,250 | $0 | 8,500 | D | ||||
| Restricted Stock Units | $0 | 01/25/2013 | M | 4,100 | (7) | (7) | Common Stock | 4,100 | $0 | 4,100 | D | ||||
| Performance Shares | $0 | 01/24/2013 | A | V | 80,000(8) | (9) | (9) | Common Stock | 80,000 | $0 | 80,000 | D | |||
| Restricted Stock Units | $0 | 01/24/2013 | A | 40,000 | (10) | (10) | Common Stock | 40,000 | $0 | 40,000 | D | ||||
| Explanation of Responses: |
| 1. Shares surrendered to pay tax liability due at vesting of Performance Shares. |
| 2. Shares surrendered to pay tax liability due at vesting of Restricted Stock Units. |
| 3. 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. The remaining Performance Shares will vest as to 1/3 of the full earned amount on each of the second and third anniversary of the January 24, 2012 grant date. |
| 4. 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, 2014 as to 11,250 shares, January 24, 2015 as to 11,250 shares and January 24, 2016 as to the remaining 11,250 shares. |
| 5. 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 on Form 3 on August 18, 2011. The participant earned 130% of the target award based on the achievement of certain pre-established performance goals during the 2011 fiscal year. The remaining Performance Shares will vest as to 1/3 of the full earned amount on the third anniversary of the January 24, 2011 grant date. |
| 6. 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. The remaining units will vest on January 24, 2014 as to 4,250 shares and January 24, 2015 as to the remaining 4,250 shares. |
| 7. RSU award granted on January 25, 2010 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 25, 2014 as to the remaining 4,100 shares. |
| 8. 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 40,000 shares. |
| 9. The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2013 grant date, if the performance goal is achieved. |
| 10. Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date. |
| /s/ Justin Judd, as attorney-in-fact | 01/28/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||