Narayen Shantanu Form 4 ADOBE / SHANTANU NARAYEN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NARAYEN SHANTANU

(Last) (First) (Middle)

ADOBE INC.

345 PARK AVENUE

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADOBE 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)
Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2025

4. If Amendment, Date of 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

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	01/24/2025		M		36,987	A	$0	399,463	I	by trust(1)
Common Stock	01/24/2025		F		18,336(2)	D	$435.38	381,127	I	by trust(1)
Common Stock	01/24/2025		M		1,307	A	$0	382,434	I	by trust(1)
Common Stock	01/24/2025		F		648(2)	D	$435.38	381,786	I	by trust(1)
Common Stock	01/24/2025		M		1,254	A	$0	383,040	I	by trust(1)
Common Stock	01/24/2025		F		621(2)	D	$435.38	382,419	I	by trust(1)
Common Stock								267.454	D

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 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: 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	01/24/2025		M			36,987	(3)	(3)	Common Stock	36,987	$0	0	D
Restricted Stock Units	$0	01/24/2025		M			1,307	(4)	(4)	Common Stock	1,307	$0	0	D
Restricted Stock Units	$0	01/24/2025		M			1,254	(5)	(5)	Common Stock	1,254	$0	5,017	D
Restricted Stock Units	$0	01/24/2025		A		31,645		(6)	(6)	Common Stock	31,645	$0	31,645	D
Restricted Stock Units	$0	01/24/2025		A		18,066		(7)	(7)	Common Stock	18,066	$0	18,066	D
Restricted Stock Units	$0	01/24/2025		A		10,387		(8)	(8)	Common Stock	10,387	$0	10,387	D

Explanation of Responses:

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 Restricted Stock Units.

3. The Performance Shares vested in full upon certification of performance goal achievements under the 2022 Performance Share Program on the three-year anniversary of the January 24, 2022 vesting commencement date. Such shares were previously reported as Performance Shares in a Form 4 at grant, on a voluntary basis and at 200% of total target payout.

4. Vests 25% on the first anniversary of the January 24, 2021 vesting commencement date and then 6.25% quarterly thereafter.

5. Vests 25% on the first anniversary of the January 24, 2022 vesting commencement date and then 6.25% quarterly thereafter.

6. Vests 6.25% quarterly from the vesting commencement date of January 15, 2025.

7. Represents shares earned under the 2023 Performance Share Program for achievement of the fiscal year 2024 Net New Sales goal portion of the award certified on January 24, 2025, and that will vest in full on the three-year anniversary of the January 24, 2023 vesting commencement date. Such shares were previously reported as Performance Shares in a Form 4 at grant, on a voluntary basis and at 200% of total target payout.

8. Represents shares earned under the 2024 Performance Share Program for achievement of the fiscal year 2024 Net New Sales goal portion of the award certified on January 24, 2025, and that will vest in full on the three-year anniversary of the January 24, 2024 vesting commencement date.

Remarks:

	/s/ Jillian Forusz, as attorney-in-fact	01/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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