SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

NARAYEN SHANTANU

(Last)

(First)

(Middle)

ADOBE SYSTEMS INCORPORATED

345 PARK AVENUE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ ADBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/24/2018		M		227,000	A	$0	526,514	I	by trust⁽¹⁾
Common Stock	01/24/2018		F		111,801⁽²⁾	D	$197.78	414,713	I	by trust⁽¹⁾
Common Stock	01/24/2018		M		37,833	A	$0	452,546	I	by trust⁽¹⁾
Common Stock	01/24/2018		F		18,757⁽²⁾	D	$197.78	433,789	I	by trust⁽¹⁾
Common Stock	01/24/2018		M		32,655	A	$0	466,444	I	by trust⁽¹⁾
Common Stock	01/24/2018		F		16,190⁽²⁾	D	$197.78	450,254	I	by trust⁽¹⁾
Common Stock	01/24/2018		M		28,327	A	$0	478,581	I	by trust⁽¹⁾
Common Stock	01/24/2018		F		14,044⁽²⁾	D	$197.78	464,537	I	by trust⁽¹⁾
Common Stock	01/25/2018		S		15,132⁽³⁾	D	$196.7502⁽⁴⁾	449,405	I	by trust⁽¹⁾
Common Stock	01/25/2018		S		92,539⁽³⁾	D	$197.6312⁽⁵⁾	356,866	I	by trust⁽¹⁾
Common Stock	01/25/2018		S		57,352⁽³⁾	D	$198.6211⁽⁶⁾	299,514	I	by trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	$0.0	01/24/2018		M			227,000	⁽⁷⁾	⁽⁷⁾	Common Stock	227,000	$0	0	D
Restricted Stock Units	$0.0	01/24/2018		M			37,833	⁽⁸⁾	⁽⁸⁾	Common Stock	37,833	$0	0	D
Restricted Stock Unit	$0.0	01/24/2018		M			32,655	⁽⁹⁾	⁽⁹⁾	Common Stock	32,655	$0	32,655	D
Restricted Stock Unit	$0.0	01/24/2018		M			28,327	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	28,327	$0	56,653	D
Performance Shares	$0.0	01/24/2018		A	V	122,690⁽¹¹⁾		⁽¹²⁾	⁽¹²⁾	Common Stock	122,690	$0	122,690	D
Restricted Stock Unit	$0.0	01/24/2018		A		61,345		⁽¹³⁾	⁽¹³⁾	Common Stock	61,345	$0	61,345	D

Explanation of Responses:

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

2. Shares surrendered to pay tax liability due at vesting.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

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

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

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

11. 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.

12. 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.

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

Remarks:

	/s/ Jonathan Vaas, as attorney-in-fact	01/26/2018
	** 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.