Sec Form 4 Filing - NARAYEN SHANTANU @ ADOBE INC. - 2020-01-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
NARAYEN SHANTANU
2. Issuer Name and Ticker or Trading Symbol
ADOBE 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
(Last)
(First)
(Middle)
ADOBE INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2020
(Street)
SAN JOSE, CA95110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 01/24/2020 M 169,960 A $ 0 469,754 I by trust ( 1 )
Common Stock 01/24/2020 F 84,266 ( 2 ) D $ 351.37 385,488 I by trust ( 1 )
Common Stock 01/24/2020 M 28,326 A $ 0 413,814 I by trust ( 1 )
Common Stock 01/24/2020 F 14,053 ( 2 ) D $ 351.37 399,761 I by trust ( 1 )
Common Stock 01/24/2020 M 20,448 A $ 0 420,209 I by trust ( 1 )
Common Stock 01/24/2020 F 10,138 ( 2 ) D $ 351.37 410,071 I by trust ( 1 )
Common Stock 01/24/2020 M 10,312 A $ 0 420,383 I by trust ( 1 )
Common Stock 01/24/2020 F 5,112 ( 2 ) D $ 351.37 415,271 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $ 0 01/24/2020 M 169,960 ( 3 ) ( 3 ) Common Stock 169,960 $ 0 0 D
Restricted Stock Unit $ 0 01/24/2020 M 28,326 ( 4 ) ( 4 ) Common Stock 28,326 $ 0 0 D
Restricted Stock Unit $ 0 01/24/2020 M 20,448 ( 5 ) ( 5 ) Common Stock 20,448 $ 0 20,448 D
Restricted Stock Unit $ 0 01/24/2020 M 10,312 ( 6 ) ( 6 ) Common Stock 10,312 $ 0 30,936 D
Performance Shares $ 0 01/27/2020 A V 131,158 ( 7 ) ( 8 ) ( 8 ) Common Stock 131,158 $ 0 131,158 D
Restricted Stock Unit $ 0 01/27/2020 A 28,106 ( 9 ) ( 9 ) Common Stock 28,106 $ 0 28,106 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NARAYEN SHANTANU
ADOBE INC.
345 PARK AVENUE
SAN JOSE, CA95110
X Chairman, President and CEO
Signatures
/s/ Allison Blais, as attorney-in-fact 01/28/2020
** Signature of Reporting Person Date
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 Performance Shares vested in full upon the certification of performance goal achievement at 200% following the three-year anniversary of the January 24, 2017 vesting commencement date.
( 4 )Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2017 vesting commencement date.
( 5 )Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2018 vesting commencement date.
( 6 )Vests 25% on the first anniversary of the January 24, 2019 vesting commencement date and then 6.25% quarterly thereafter.
( 7 )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.
( 8 )The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2020 vesting commencement date if the performance goal is achieved.
( 9 )Vests 25% on the first anniversary of the January 24, 2020 vesting commencement date and then 6.25% quarterly thereafter.

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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