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 *
  Wadhwani David
2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2010
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, Creative & Interactive
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 1,526
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 28,650 $ 34.16 D  
Stock Option (right to buy)   (1) 01/26/2016 Common Stock 38,000 $ 19.93 D  
Stock Option (right to buy)   (1) 04/15/2015 Common Stock 9,000 $ 35.75 D  
Stock Option (right to buy)   (1) 01/24/2015 Common Stock 30,000 $ 34.64 D  
Stock Option (right to buy)   (1) 01/24/2014 Common Stock 25,000 $ 39.69 D  
Stock Option (right to buy)   (2) 06/22/2013 Common Stock 35,000 $ 30.79 D  
Stock Option (right to buy)   (2) 02/11/2015 Common Stock 20,699 $ 25.41 D  
Restricted Stock Units   (3)   (3) Common Stock 13,950 $ 0 D  
Restricted Stock Units   (4)   (4) Common Stock 30,000 $ 0 D  
Restricted Stock Units   (5)   (5) Common Stock 5,874 $ 0 D  
Performance Shares   (6)   (6) Common Stock 1,860 $ 0 D  
Performance Shares   (7)   (7) Common Stock 6,200 $ 0 D  
Performance Shares   (8)   (8) Common Stock 1,389 $ 0 D  

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, Creative & Interactive  

Signatures

/s/ Stuart Fagin, as attorney-in-fact 06/24/2010
**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 2.08% per month for 48 months.
(2) Options are fully vested and exercisable.
(3) Vests at a rate of 25% annually on the first, second, third and fourth anniversary of the January 25, 2010 grant date.
(4) Vests at a rate of 50% on December 15, 2011, the initial vest date, and then 25% annually on the first and second anniversary of the initial vest date.
(5) 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 in equal installments on January 26, 2011, January 26, 2012 and January 26, 2013.
(6) Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the April 15, 2008 vesting commencement date. The remaining units will vest in equal installments on April 15, 2011 and April 15, 2012.
(7) Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the January 24, 2008 grant date. The remaining units will vest in equal installments on January 24, 2011 and January 24, 2012.
(8) Vests at a rate of 25% annually on the first, second, third, and fourth anniversary of the January 24, 2007 grant date. The remaining units will vest on January 24, 2011.

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