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^*

NARAYEN SHANTANU

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2007

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	10/05/2007		M		20,864	A	$29.115	133,100	I	by trust⁽¹⁾
Common Stock	10/05/2007		M		225,400	A	$32.1563	358,500	I	by trust⁽¹⁾
Common Stock	10/05/2007		M		1,394	A	$29.115	359,894	I	by trust⁽¹⁾
Common Stock	10/05/2007		M		2,000	A	$32.1563	361,894	I	by trust⁽¹⁾
Common Stock	10/05/2007		M		342	A	$13.235	362,236	I	by trust⁽¹⁾
Common Stock	10/05/2007		S		246,264	D	$44.666	115,972	I	by trust⁽¹⁾

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)	$29.115	10/05/2007		M			20,864	10/05/2007⁽²⁾	01/14/2012	Common Stock	20,864	$0	377,172	D
Non-Qualified Stock Option (right to buy)	$32.1563	10/05/2007		M			225,400	10/05/2007⁽³⁾	11/29/2008	Common Stock	225,400	$0	0	D
Incentive Stock Option (right to buy)	$29.115	10/05/2007		M			1,394	10/05/2007⁽²⁾	01/14/2012	Common Stock	1,394	$0	570	D
Incentive Stock Option (right to buy)	$32.1563	10/05/2007		M			2,000	10/05/2007⁽³⁾	11/29/2008	Common Stock	2,000	$0	0	D
Incentive Stock Option (right to buy)	$13.235	10/05/2007		M			342	10/05/2007⁽²⁾	11/12/2009	Common Stock	342	$0	0	D

Explanation of Responses:

1. Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.

2. Options vest at a rate of 25% one year after grant date, 2.08% per month for the following 12 months, and 4.17% per month for the remaining 12 months.

3. Options vest at a rate of 2.08% per month for the first 24 months, and 4.17% per month for the remaining 12 months.

	/s/ Stuart Fagin, as attorney-in-fact	10/05/2007
	** 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 4 (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).
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