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^*

SMITH BRAD D

(Last)

(First)

(Middle)

C/O INTUIT INC.

2700 COAST AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTUIT INC [ INTU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2010

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)

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)	$37.98	07/22/2010		A		103,445		⁽¹⁾	07/21/2017	Common Stock	103,445	$0	103,445	D
Restricted Stock Unit	⁽²⁾	07/22/2010		A		27,940		⁽³⁾	07/01/2015	Common Stock	27,940	$0	27,940	D
Restricted Stock Unit (performance-based vesting)	⁽²⁾	07/22/2010		A		65,820⁽⁴⁾		09/01/2013	09/01/2013	Common Stock	65,820	$0	65,820	D
Restricted Stock Unit (performance-based vesting)	⁽²⁾	07/22/2010		A		65,820⁽⁵⁾		09/01/2013	09/01/2013	Common Stock	65,820	$0	65,820	D

Explanation of Responses:

1. 50% of the options vest on 7/22/2013; the remaining 50% of the options vest on 7/22/2015.

2. 1-for-1

3. 50% of these restricted stock units vest on 7/1/2013 and the remaining 50% vest on 7/1/2015, provided the issuer achieves a pre-established minimum operating goal.

4. The target number of units subject to the award is presented in the table. The units are scheduled to vest following the third anniversary of the grant date if the Company meets certain pre-established 3-year operating goals. The number of units that vest may be 0% to 160% of the target number of units, depending upon performance. The maximum number of units that may vest is 105,310 (160% of the target number). Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

5. The target number of units subject to the award is presented in the table. The units are scheduled to vest following the third anniversary of the grant date if the Company meets certain total shareholder return objectives compared to a peer group. The number of units that vest may be 0% to 160% of the target number of units, depending upon performance. The maximum number of units that may vest is 105,310 (160% of the target number). Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

Remarks:

	/s/ Christina Hall, under a Confirming Statement	07/26/2010
	** 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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