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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DILLON MICHAEL A
   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, Gen. Counsel & Secretary
(Last)
(First)
(Middle)
ADOBE SYSTEMS INCORPORATED, 345 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2015
(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 01/24/2015   M   12,500 A $ 0 30,299 D  
Common Stock 01/24/2015   F   4,767 (1) D $ 74.06 25,532 D  
Common Stock 01/24/2015   M   6,334 A $ 0 31,866 D  
Common Stock 01/24/2015   F   3,158 (1) D $ 74.06 28,708 D  
Common Stock 01/26/2015   S(2)   4,455 D $ 72.2256 (3) 24,253 D  
Common Stock 01/26/2015   S(2)   1,000 D $ 72.884 (4) 23,253 D  

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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
Restricted Stock Units $ 0 01/24/2015   M     12,500   (5)   (5) Common Stock 12,500 $ 0 0 D  
Restricted Stock Units $ 0 01/24/2015   M     6,334   (6)   (6) Common Stock 6,334 $ 0 12,666 D  
Performance Shares $ 0 01/26/2015   A V 34,400 (7)     (8)   (8) Common Stock 34,400 $ 0 34,400 D  
Restricted Stock Units $ 0 01/26/2015   A   17,200     (9)   (9) Common Stock 17,200 $ 0 17,200 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DILLON MICHAEL A
ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CA 95110		       SVP, Gen. Counsel & Secretary  

Signatures

 /s/ Jonathan Vaas, as attorney-in-fact   01/28/2015
**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 surrendered to pay tax liability due at vesting of Restricted Stock Units.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person July 16, 2014.
(3) This transaction was executed in multiple trades at prices ranging from $71.85 to $72.8. 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) This transaction was executed in multiple trades at prices ranging from $72.87 to $72.905. 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.
(5) 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.
(6) RSU award granted on January 24, 2014 vests at a rate of 1/3 annually on the first, second and third anniversaries of the grant date. The remaining units will vest on January 24, 2016 as to 6,333 shares and January 24, 2017 as to the remaining 6,333 shares.
(7) 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 17,200 shares.
(8) 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.
(9) Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.

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