Sec Form 4 Filing - NARAYEN SHANTANU @ ADOBE SYSTEMS INC - 2012-05-07

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 SYSTEMS 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)
President and CEO
(Last) (First) (Middle)
ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2012
(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 05/07/2012 M( 1 ) 200,000 A $ 32.42 425,354 I by trust ( 2 )
Common Stock 05/07/2012 S( 1 ) 200,000 D $ 33.88 ( 1 ) 225,354 I by trust ( 2 )
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
Stock Option (right to buy) $ 32.42 05/07/2012 M( 1 ) 200,000 05/07/2012( 3 ) 05/24/2012 Common Stock 200,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NARAYEN SHANTANU
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA95110
X President and CEO
Signatures
/s/ Justin Judd, as attorney-in-fact 05/07/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option exercise and sale reported in this Form 4 were effected pursuant to a plan intended to comply with Rule 10b5-1(c), adopted by the reporting person on August 2, 2011, at which time the reporting person was not aware of material nonpublic information. On May 7, 2012, on account of broker error in failing to execute trades on May 1, 2012 under the terms of the plan, the shares were sold at a price of $33.88, which was the volume weighted average sales price of the Issuer's common stock on May 1, 2012.
( 2 )Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.
( 3 )Option award granted on May 24, 2005 had fully vested prior to the date of this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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