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^*

ELOP STEPHEN A

(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)
12/05/2005

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)
	President WW Field Ops

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	170,330⁽¹⁾⁽²⁾	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)
Incentive Stock Option (right to buy)	⁽³⁾	02/21/2012	Common Stock	7,468⁽²⁾	$9.7⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	02/21/2012	Common Stock	4,032⁽²⁾	$9.7⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	09/12/2012	Common Stock	50,370⁽²⁾	$5.63⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/19/2014	Common Stock	69,000⁽²⁾	$14.3⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	04/12/2014	Common Stock	69,000⁽²⁾	$14.16⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	01/24/2015	Common Stock	552,000⁽²⁾	$21.73⁽⁴⁾	D

Explanation of Responses:

1. Includes 138,000 shares of restricted stock which will become 25% vested on the one-year anniversary of the grant date and continue to vest at 2.08333% per month thereafter.

2. Shares were received pursuant to merger agreement with Adobe Systems Incorporated in exchange for shares of Macromedia, Inc. common stock based on an exchange ratio of 1.38.

3. Options vest and become exercisable at a rate of 25% on the one-year anniversary of the grant date and continue to vest at 2.08333% on a monthly basis thereafter, subject to an 18-month acceleration on the effective date of the merger between Adobe Systems Incorporated and Macromedia, Inc.

4. Pursuant to the merger agreement between Adobe Systems Incorporated and Macromedia, Inc., Adobe Systems Incorporated assumed each outstanding stock option of Macromedia, Inc. based on the converstion ratio of 1.38 shares of Adobe Systems Incorporated common stock for each share of Macromedia, Inc. common stock. The exercise price of Adobe Systems Incorporated stock options is equal to the exercise price of the Macromedia stock options divided by 1.38.

5. Options vest and become exercisable at a rate of 25% on the one-year anniversary of the grant date and continue to vest at 2.08333% on a monthly basis thereafter.

	/s/ Stuart Fagin, as attorney-in-fact	12/07/2005
	** 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.