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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wadhwani David 		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)
SVP & GM, Digital Media
(Last)          (First)          (Middle)

ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/24/2015
(Street)

SAN JOSE, CA 95110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/24/2015     M    21266   A $0   46687   D    
Common Stock   1/24/2015     F    10820   (1) D $74.06   35867   D    
Common Stock   1/24/2015     M    13750   A $0   49617   D    
Common Stock   1/24/2015     F    7174   (2) D $74.06   42443   D    
Common Stock   1/24/2015     M    6750   A $0   49193   D    
Common Stock   1/24/2015     F    2536   (2) D $74.06   46657   D    
Common Stock   1/24/2015     M    23750   A $0   70407   D    
Common Stock   1/24/2015     F    12392   (2) D $74.06   58015   D    
Common Stock   1/24/2015     M    10550   A $0   68565   D    
Common Stock   1/24/2015     F    5504   (2) D $74.06   63061   D    
Common Stock   1/26/2015     S    32594   D $72.3598   (3) 30467   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   $0.0   1/24/2015     M         21266      (4)   (4) Common Stock   21266.0   $0   0   D    
Restricted Stock Units   $0.0   1/24/2015     M         13750      (5)   (5) Common Stock   13750.0   $0   13750   D    
Restricted Stock Units   $0.0   1/24/2015     M         6750      (6)   (6) Common Stock   6750.0   $0   0   D    
Restricted Stock Units   $0.0   1/24/2015     M         23750      (7)   (7) Common Stock   23750.0   $0   0   D    
Restricted Stock Units   $0.0   1/24/2015     M         10550      (8)   (8) Common Stock   10550.0   $0   21100   D    
Performance Shares   $0.0   1/26/2015     A     V 58500   (9)        (10)   (10) Common Stock   58500.0   $0   58500   D    
Restricted Stock Units   $0.0   1/26/2015     A      29250         (11)   (11) Common Stock   29250.0   $0   29250   D    

Explanation of Responses:
( 1)  Shares surrendered to pay tax liability due at vesting of Performance Shares.
( 2)  Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.
( 3)  This transaction was executed in multiple trades at prices ranging from $72.32 to $72.46. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.
( 4)  Represents the number of shares acquired upon vesting of 1/3 of the Performance Shares earned by the participant in connection with the Performance Share award filed January 26, 2012. The participant earned 116% of the target award based on the achievement of certain pre-established performance goals during the 2012 fiscal year. This Performance Share award vested in full on the third anniversary of the January 24, 2012 grant date.
( 5)  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, 2016 as to the remaining 13,750 shares.
( 6)  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. This Restricted Stock Unit award vested in full on January 24, 2015.
( 7)  Vests at a rate of 50% annually on the first and second anniversaries of the January 24, 2013 grant date. This Restricted Stock Unit award vested in full on January 24, 2015.
( 8)  RSU award granted on January 24, 2014 vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2014 grant date. The remaining units will vest on January 24, 2016 as to 10,550 shares and January 24, 2017 as to the remaining 10,550 shares.
( 9)  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 29,250 shares.
( 10)  The Performance Shares will vest in full upon the certification of performance goal achievement on or after January 24, 2018, if the performance goal is achieved and the holder continues to provide services to the Company on such date.
( 11)  Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wadhwani David
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA 95110

SVP & GM, Digital Media

Signatures
/s/ Jonathan Vaas, as attorney-in-fact 1/28/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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