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^*

Wadhwani David

(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)
06/22/2010

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, Creative & Interactive

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	1,526	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	28,650	$34.16	D
Stock Option (right to buy)	⁽¹⁾	01/26/2016	Common Stock	38,000	$19.93	D
Stock Option (right to buy)	⁽¹⁾	04/15/2015	Common Stock	9,000	$35.75	D
Stock Option (right to buy)	⁽¹⁾	01/24/2015	Common Stock	30,000	$34.64	D
Stock Option (right to buy)	⁽¹⁾	01/24/2014	Common Stock	25,000	$39.69	D
Stock Option (right to buy)	⁽²⁾	06/22/2013	Common Stock	35,000	$30.79	D
Stock Option (right to buy)	⁽²⁾	02/11/2015	Common Stock	20,699	$25.41	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	13,950	$0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	30,000	$0	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	5,874	$0	D
Performance Shares	⁽⁶⁾	⁽⁶⁾	Common Stock	1,860	$0	D
Performance Shares	⁽⁷⁾	⁽⁷⁾	Common Stock	6,200	$0	D
Performance Shares	⁽⁸⁾	⁽⁸⁾	Common Stock	1,389	$0	D

Explanation of Responses:

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

2. Options are fully vested and exercisable.

3. Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 25, 2010 grant date.

4. Vests at a rate of 50% on December 15, 2011, the initial vest date, and then 25% annually on the first and second anniversary of the initial vest date.

5. Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the January 26, 2009 grant date. The remaining units will vest in equal installments on January 26, 2011, January 26, 2012 and January 26, 2013.

6. Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the April 15, 2008 vesting commencement date. The remaining units will vest in equal installments on April 15, 2011 and April 15, 2012.

7. Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the January 24, 2008 grant date. The remaining units will vest in equal installments on January 24, 2011 and January 24, 2012.

8. Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the January 24, 2007 grant date. The remaining units will vest on January 24, 2011.

	/s/ Stuart Fagin, as attorney-in-fact	06/24/2010
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.