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

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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^*

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Worldwide Products

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003

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	09/30/2003		M		500	A	$11.9688	500	D
Common Stock	09/30/2003		M		3,400	A	$27.6875	3,900	D
Common Stock	09/30/2003		M		175,000	A	$27.6875	178,900	D
Common Stock	09/30/2003		M		50,000	A	$26.95	228,900	D
Common Stock	09/30/2003		M		1,250	A	$26.95	230,150	D
Common Stock	09/30/2003		G		230,150	D	$0	0	D
Common Stock	09/30/2003		G		230,150	A	$0	238,126	I	by Family Trust⁽¹⁾
Common Stock	09/30/2003		S		219,044	D	$39.5	19,082	I	by Family 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)
Non-Qualified Stock Option (right to buy)	$11.9688	09/30/2003		M			500	09/30/2003⁽²⁾	02/01/2007	Common Stock	500	$0	1,200	D
Incentive Stock Option (right to buy)	$27.6875	09/30/2003		M			3,400	09/30/2003⁽²⁾	03/02/2009	Common Stock	3,400	$0	500	D
Non-Qualified Stock Option (right to buy)	$27.6875	09/30/2003		M			175,000	09/30/2003⁽²⁾	03/02/2009	Common Stock	175,000	$0	71,100	D
Non-Qualified Stock Option (right to buy)	$26.95	09/30/2003		M			50,000	09/30/2003⁽²⁾	11/02/2009	Common Stock	50,000	$0	198,750	D
Incentive Stock Option (right to buy)	$26.95	09/30/2003		M			1,250	09/30/2003⁽²⁾	11/02/2009	Common Stock	1,250	$0	0	D

Explanation of Responses:

1. Shares held by the Narayen Family Trust Dtd 11/30/00 of which reporting person is a trustee.

2. Vests and becomes exercisable at a rate of 2.08% per month for the first 24 months, then 4.17% per month for the next 12 months. Option includes provision permitting the reporting person to elect to have shares withheld upon exercise to satisfy withholding tax obligations.

	/s/ Stuart Fagin, as attorney-in-fact	10/01/2003
	** 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.
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