X0306 4 2012-12-04 0 0000796343 ADOBE SYSTEMS INC ADBE 0001376469 Barlow Kelly J 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks Restricted Stock Units 0 2012-12-04 4 A 0 13507 0 A Common Stock 13507 13507 D Restricted Stock Units awarded to Kelly J. Barlow as a director of the Issuer. The number of shares is based on the restricted stock unit award having an aggregate value of $450,000 divided by the average stock price of a share of the Issuer's common stock as reported on the NASDAQ Global Select Market over the 30 calendar days preceding the date of grant. Vests at a rate of 50% annually on the first and second anniversaries of the December 4, 2012 grant date. Under an agreement with ValueAct Capital, Kelly J. Barlow is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Kelly J. Barlow, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. Joint Filer Information: Name: ValueAct Holdings, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 Name: VA Partners I, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 Name: ValueAct Capital Management, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Ave, 4th Fl, SF, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer & Ticker: Adobe Systems Inc. (ADBE) Date of Event Requiring Statement: 12/4/12 /s/ Kelly J. Barlow 2012-12-06 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06 VA PARTNERS I, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06 VALUEACT HOLDINGS GP, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2012-12-06