SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lewnes Ann

(Last)

(First)

(Middle)

ADOBE SYSTEMS INCORPORATED

345 PARK AVENUE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Marketing Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,065	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	01/25/2017	Common Stock	4,959	$34.16	D
Stock Option (right to buy)	⁽²⁾	01/24/2018	Common Stock	22,167	$34.03	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	3,000	$0	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	10,000	$0	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	9,500	$0	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	28,125	$0	D
Restricted Stock Unit	⁽⁷⁾	⁽⁷⁾	Common Stock	27,500	$0	D
Performance Shares	⁽⁸⁾	⁽⁸⁾	Common Stock	8,233	$0	D
Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	29,000	$0	D
Performance Shares	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	55,000⁽¹¹⁾	$0	D

Explanation of Responses:

1. Vests at a rate of 2.08% per month for 48 months following the January 25, 2010 grant date.

2. Vests at a rate of 2.08% per month for 48 months following the January 24, 2011 grant date.

3. 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 3,000 shares.

4. RSU award granted on January 25, 2010 vests at a rate of 50% on January 25, 2012, the initial vest date, and then 25% annually on the second and third anniversaries of the initial vest date. The remaining units will vest on January 25, 2014 as to the remaining 10,000 shares.

5. 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 4,750 shares and January 24, 2015 as to the remaining 4,750 shares.

6. 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 9,375 shares, January 24, 2015 as to 9,375 shares and January 24, 2016 as to the remaining 9,375 shares.

7. RSU award granted on January 24, 2013 vests at a rate of 50% annually on the first and second anniversaries of the grant date.

8. Vests as to 1/3 of the full earned amount on each of the first, second and third anniversaries of the January 24, 2011 grant date. 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 on January 24, 2014.

9. Vests as to 1/3 of the full earned amount on each of the first, second and third anniversaries of the January 24, 2012 grant date. 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 on January 24, 2014 as to 14,500 shares and January 24, 2015 as to the remaining 14,500 shares.

10. 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.

11. 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 27,500 shares.

	/s/ Jonathan Vaas, as attorney-in-fact	01/24/2014
	** 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 5 (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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