Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
NARAYEN SHANTANU
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2012
(Street)

SAN JOSE, CA 95110		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 01/24/2012   M   26,660 A $ 0 232,276 I by trust (1)
Common Stock 01/24/2012   F   12,444 (2) D $ 30.95 219,832 I by trust (1)
Common Stock 01/24/2012   M   32,000 A $ 0 251,832 I by trust (1)
Common Stock 01/24/2012   F   14,937 (3) D $ 30.95 236,895 I by trust (1)
Common Stock 01/24/2012   M   39,434 A $ 0 276,329 I by trust (1)
Common Stock 01/24/2012   F   14,577 (2) D $ 30.95 261,752 I by trust (1)
Common Stock 01/24/2012   M   23,500 A $ 0 285,252 I by trust (1)
Common Stock 01/24/2012   F   10,969 (3) D $ 30.95 274,283 I by trust (1)
Common Stock 01/25/2012   M   42,750 A $ 0 317,033 I by trust (1)
Common Stock 01/25/2012   F   20,682 (2) D $ 31.34 296,351 I by trust (1)
Common Stock 01/25/2012   M   23,750 A $ 0 320,101 I by trust (1)
Common Stock 01/25/2012   F   11,086 (3) D $ 31.34 309,015 I by trust (1)
Common Stock 01/26/2012   M   11,887 A $ 0 320,902 I by trust (1)
Common Stock 01/26/2012   F   5,548 (3) D $ 31.18 315,354 I by trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares $ 0 01/24/2012   M     26,660   (4)   (4) Common Stock 26,660 $ 0 0 D  
Restricted Stock Units $ 0 01/24/2012   M     32,000   (5)   (5) Common Stock 32,000 $ 0 32,000 D  
Performance Shares $ 0 01/24/2012   M     39,434   (6)   (6) Common Stock 39,434 $ 0 78,866 D  
Restricted Stock Units $ 0 01/24/2012   M     23,500   (7)   (7) Common Stock 23,500 $ 0 70,500 D  
Performance Shares $ 0 01/25/2012   M     42,750   (8)   (8) Common Stock 42,750 $ 0 42,750 D  
Restricted Stock Units $ 0 01/25/2012   M     23,750   (9)   (9) Common Stock 23,750 $ 0 47,500 D  
Restricted Stock Units $ 0 01/26/2012   M     11,887   (10)   (10) Common Stock 11,887 $ 0 11,887 D  
Performance Shares $ 0 01/24/2012   A V 236,250 (11)     (12)   (12) Common Stock 236,250 $ 0 236,250 D  
Restricted Stock Units $ 0 01/24/2012   A   157,500     (13)   (13) Common Stock 157,500 $ 0 157,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NARAYEN SHANTANU
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA 95110		   X     President and CEO  

Signatures

 /s/ Justin Judd, as attorney-in-fact   01/26/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares held by The Narayen Family Trust, dtd 11/30/00 of which reporting person is a trustee.
(2) Shares surrendered to pay tax liability due at vesting of Performance Share Units.
(3) Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.
(4) Represents the number of shares acquired upon vesting of 25% of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 28, 2008. The participant earned 124% of the target award based on the achievement of certain pre-established performance goals during the 2008 fiscal year. This Performance Share award vested in full on the fourth anniversary of the January 24, 2008 grant date.
(5) Vests at a rate of 50% on the fourth year anniversary of the January 24, 2008 grant date and 50% on the fifth year anniversary of the grant date. The remaining units will vest on January 24, 2013 as to 32,000 shares.
(6) Represents the number of shares acquired upon vesting of 1/3 of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2011. 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 Share Units will vest as to 1/3 of the full earned amount on each of the second and third anniversary of the January 24, 2011 grant date.
(7) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2011 grant date. The remaining units will vest on January 24, 2013 as to 23,500 shares, January 24, 2014 as to 23,500 shares and January 24, 2015 as to the remaining 23,500 shares.
(8) Represents the number of shares acquired upon vesting of 1/3 of the Performance Share Units earned by the participant in connection with the Performance Share award filed January 26, 2010. The participant earned 135% of the target award based on the achievement of certain pre-established performance goals during the 2010 fiscal year. The remaining Performance Share Units will vest as to 1/3 of the full earned amount on the third anniversary of the January 25, 2010 grant date.
(9) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 25, 2010 grant date. The remaining units will vest on January 25, 2013 as to 23,750 shares and January 25, 2014 as to the remaining 23,750 shares.
(10) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 26, 2009 grant date. The remaining units will vest on January 26, 2013 as to 11,887 shares.
(11) Represents the maximum number of Performance Shares that will be earned, if at all, based on the achievement of certain pre-established performance goals during the 2012 fiscal year. Each Performance Share Unit represents a contingent right to receive one share of ADBE common stock. The maximum number represents 150% of the target payout of 157,500 shares.
(12) Vesting of the Performance Share Units will be 1/3 of the full earned amount upon the later of the (i) certification of performance goal achievement and (ii) one year anniversary of the January 24, 2012 grant date, with the remaining Units vesting as to 1/3 of the full earned amount on each of the second and third anniversary of the grant date, if the initial performance goals are achieved.
(13) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 24, 2012 grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.