SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BURGESS ROBERT K

(Last)

(First)

(Middle)

ADOBE SYSTEMS INCORPORATED

345 PARK AVENUE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2005		A⁽¹⁾		155,748⁽²⁾	A	⁽³⁾	155,748	D
Common Stock	12/03/2005		A⁽¹⁾		1,622	A	⁽³⁾	157,370	I	By trust⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$35.25	12/05/2005		A		50,000		⁽⁵⁾	12/05/2015	Common Stock	50,000	$0	50,000	D
Incentive Stock Option (right to buy)	$20.29⁽⁶⁾	12/03/2005		A⁽¹⁾		14,783		⁽⁷⁾	⁽⁸⁾	Common Stock	14,783	$0	14,783	D
Non-Qualified Stock Option (right to buy)	$20.29⁽⁶⁾	12/03/2005		A⁽¹⁾		330,216		⁽⁷⁾	⁽⁸⁾	Common Stock	330,216	$0	330,216	D
Non-Qualified Stock Option (right to buy)	$11.59⁽⁶⁾	12/03/2005		A⁽¹⁾		552,000		⁽⁷⁾	⁽⁸⁾	Common Stock	552,000	$0	552,000	D
Incentive Stock Option (right to buy)	$9.7⁽⁶⁾	12/03/2005		A⁽¹⁾		13,740		⁽⁷⁾	⁽⁸⁾	Common Stock	13,740	$0	13,740	D
Non-Qualified Stock Option (right to buy)	$9.7⁽⁶⁾	12/03/2005		A⁽¹⁾		265,367		⁽⁷⁾	⁽⁸⁾	Common Stock	265,367	$0	265,367	D
Non-qualified Stock Option (right to buy)	$5.63⁽⁶⁾	12/03/2005		A⁽¹⁾		120,750		⁽⁷⁾	⁽⁸⁾	Common Stock	120,750	$0	120,750	D

Explanation of Responses:

1. Exempt transaction pursuant to Rule 16b-3(d) of the exchange Act of 1934, as amended.

2. Includes 103,500 shares of restricted stock that vested in full on the effective date of the merger between Adobe Systems Incorporated and Macromedia, Inc.

3. 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. On the trading day preceding the effective date of the merger (which effective date was not a trading day), the closing prices of Macromedia, Inc. common stock and Adobe Systems Incorporated common stock were $48.26 per share and $34.97 per share, respectively.

4. Held in trust for the benefit of the children of Mr. Burgess.

5. Options vest and become exercisable at a rate of 25% on the day preceding the Annual Meeting of the Stockholders for the first two years following the grant date and 50% on the day preceding the third Annual Meeting following the grant date.

6. 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 conversion 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.

7. All outstanding options accelerated 100% on the effective date of the merger.

8. All outstanding options remain exercisable until the earlier of two years following the effective date of the merger and the expiration date of such options.

	/s/ Stuart Fagin, as attorney-in-fact	12/07/2005
	** Signature of Reporting Person	Date
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