Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gupta Naresh
2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2014
3. Issuer Name and Ticker or Trading Symbol
ADOBE SYSTEMS INC [ADBE]
(Last)
(First)
(Middle)
ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Print & Publishing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95110
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 25,582
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 01/25/2017 Common Stock 8,500 $ 34.16 D  
Stock Option (right to buy)   (2) 01/24/2018 Common Stock 56,000 $ 34.03 D  
Restricted Stock Units   (3)   (3) Common Stock 3,000 $ 0 D  
Restricted Stock Unit   (4)   (4) Common Stock 7,500 $ 0 D  
Restricted Stock Units   (5)   (5) Common Stock 9,500 $ 0 D  
Restricted Stock Units   (6)   (6) Common Stock 22,500 $ 0 D  
Restricted Stock Unit   (7)   (7) Common Stock 25,000 $ 0 D  
Performance Shares   (8)   (8) Common Stock 8,233 $ 0 D  
Performance Shares   (9)   (9) Common Stock 23,200 $ 0 D  
Performance Shares   (10)   (10) Common Stock 50,000 (11) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gupta Naresh
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA 95110
      SVP, Print & Publishing  

Signatures

/s/ Jonathan Vaas, as attorney-in-fact 01/24/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the January 25, 2010 grant date.
(2) Vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the January 24, 2011 grant date.
(3) RSU award granted on January 25, 2010 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 25, 2014 as to the remaining 3,000 shares.
(4) RSU award granted on January 25, 2010 vests at a rate of 50% on January 25, 2012, the initial vest date, and then 25% annually on the second and third anniversaries of the initial vest date. The remaining units will vest on January 25, 2014 as to the remaining 7,500 shares.
(5) RSU award granted on January 24, 2011 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 24, 2014 as to 4,750 shares and January 24, 2015 as to the remaining 4,750 shares.
(6) RSU award granted on January 24, 2012 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date. The remaining units will vest on January 24, 2014 as to 7,500 shares, January 24, 2015 as to 7,500 shares and January 24, 2016 as to the remaining 7,500 shares.
(7) RSU award granted on January 24, 2013 vests at a rate of 50% annually on the first and second anniversaries of the grant date.
(8) Vests as to 1/3 of the full earned amount on each of the first, second and third anniversaries of the January 24, 2011 grant date. The participant earned 130% of the target award based on the achievement of certain pre-established performance goals during the 2011 fiscal year. The remaining Performance Shares will vest on January 24, 2014.
(9) Vests as to 1/3 of the full earned amount on each of the first, second and third anniversaries of the January 24, 2012 grant date. The participant earned 116% of the target award based on the achievement of certain pre-established performance goals during the 2012 fiscal year. The remaining Performance Shares will vest on January 24, 2014 as to 11,600 shares and January 24, 2015 as to the remaining 11,600 shares.
(10) The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2013 grant date, if the performance goal is achieved.
(11) Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of a pre-established performance goal during the three-year performance period. Each Performance Share represents a contingent right to receive one share of ADBE common stock. The maximum number represents 200% of the target payout of 25,000 shares.

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