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^*

COTTLE KAREN O

(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)
	SVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2011

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	01/24/2011		M		3,889	A	$00.00	60,539	D
Common Stock	01/24/2011		F		1,426⁽¹⁾	D	$34.03	59,113	D
Common Stock	01/24/2011		M		9,300	A	$00.00	68,413	D
Common Stock	01/24/2011		F		3,411⁽¹⁾	D	$34.03	65,002	D
Common Stock	01/25/2011		M		4,950	A	$00.00	69,952	D
Common Stock	01/25/2011		F		1,815⁽¹⁾	A	$33.56	68,137	D
Common Stock	01/25/2011		M		3,000	A	$00.00	71,137	D
Common Stock	01/25/2011		F		1,100⁽²⁾	D	$33.56	70,037	D
Common Stock	01/26/2011		M		4,125	A	$00.00	74,162	D
Common Stock	01/26/2011		F		1,513⁽²⁾	D	$33.52	72,649	D

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	01/24/2011		M			3,889	⁽³⁾	⁽³⁾	Common Stock	3,889	$0	0	D
Performance Shares	$0	01/24/2011		M			9,300	⁽⁴⁾	⁽⁴⁾	Common Stock	9,300	$0	9,300	D
Performance Shares	$0	01/24/2011		M			4,950	⁽⁵⁾	⁽⁵⁾	Common Stock	4,950	$0	9,900	D
Restricted Stock Units	$0	01/25/2011		M			3,000	⁽⁶⁾	⁽⁶⁾	Common Stock	3,000	$0	9,000	D
Restricted Stock Units	$0	01/26/2011		M			4,125	⁽⁷⁾	⁽⁷⁾	Common Stock	4,125	$0	8,250	D
Stock Option (right to buy)	$34.03	01/24/2011		A		56,000		⁽⁸⁾	⁽⁸⁾	Common Stock	56,000	$0	56,000	D
Performance Shares	$0	01/24/2011		A	V	28,500⁽⁹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	28,500	$0	28,500	D
Restricted Stock Units	$0	01/24/2011		A		19,000		⁽¹¹⁾	⁽¹¹⁾	Common Stock	19,000	$0	19,000	D

Explanation of Responses:

1. Shares surrendered to pay tax liability due at vesting of Performance Share Units.

2. Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.

3. Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2007. The participant earned 200% of the target award based on the achievement of certain pre-established performance goals during the 2007 fiscal year. This Performance Share award vested in full on January 24, 2011.

4. Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 28, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. The remaining Performance Share Units will vest on the fourth anniversary of the grant date.

5. Represents the number of shares acquired upon vesting of 1/3 of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2010. The participant earned 135% of the target award based on the achievement of certain pre-established performance goals during the 2010 fiscal year. The remaining Performance Share Units will vest 1/3 on the second and third anniversary of the grant date.

6. The remaining Restricted Stock Units will vest in equal installments on the second, third and fourth anniversary of the grant date.

7. The remaining Restricted Stock Units will vest in equal installments on the third and fourth anniversary of the grant date.

8. Vests at a rate of 2.08% per month for 48 months.

9. Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2011 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 150% of the target payout of 19,000 shares.

10. Vesting of the Performance Share Units will be 1/3 upon the later of the (i)certification of performance goal achievement and (ii) the one year anniversary of the grant date, with the remaining Units vesting 1/3 annually on the second and third anniversary of the grant date if the initial performance goals are achieved.

11. Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the grant date.

	/s/ Stuart Fagin, as attorney-in-fact	01/26/2011
	** 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).
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