SEC Form 4 · accession 0000796343-15-000042
ADOBE INC. · ADBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Wadhwani
Officer — SVP & GM, Digital Media
Period of report
Jan 24, 2015
Accepted (ET)
Jan 28, 2015 · 6:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000796343
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 24, 2015 | M | 21,266 | $0.00 | A | 46,687 | D | |
| Common StockF1 | Jan 24, 2015 | F | 10,820 | $74.06 | D | 35,867 | D | |
| Common Stock | Jan 24, 2015 | M | 13,750 | $0.00 | A | 49,617 | D | |
| Common StockF2 | Jan 24, 2015 | F | 7,174 | $74.06 | D | 42,443 | D | |
| Common Stock | Jan 24, 2015 | M | 6,750 | $0.00 | A | 49,193 | D | |
| Common StockF2 | Jan 24, 2015 | F | 2,536 | $74.06 | D | 46,657 | D | |
| Common Stock | Jan 24, 2015 | M | 23,750 | $0.00 | A | 70,407 | D | |
| Common StockF2 | Jan 24, 2015 | F | 12,392 | $74.06 | D | 58,015 | D | |
| Common Stock | Jan 24, 2015 | M | 10,550 | $0.00 | A | 68,565 | D | |
| Common StockF2 | Jan 24, 2015 | F | 5,504 | $74.06 | D | 63,061 | D | |
| Common StockF3 | Jan 26, 2015 | S | 32,594 | $72.3598 | D | 30,467 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF4 | $0.00 | Jan 24, 2015 | M | 21,266 | D | — | — | Common Stock | 21,266 | 0 | D |
| Restricted Stock UnitsF5 | $0.00 | Jan 24, 2015 | M | 13,750 | D | — | — | Common Stock | 13,750 | 13,750 | D |
| Restricted Stock UnitsF6 | $0.00 | Jan 24, 2015 | M | 6,750 | D | — | — | Common Stock | 6,750 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | Jan 24, 2015 | M | 23,750 | D | — | — | Common Stock | 23,750 | 0 | D |
| Restricted Stock UnitsF8 | $0.00 | Jan 24, 2015 | M | 10,550 | D | — | — | Common Stock | 10,550 | 21,100 | D |
| Performance SharesF9,F10 | $0.00 | Jan 26, 2015 | A | 58,500 | A | — | — | Common Stock | 58,500 | 58,500 | D |
| Restricted Stock UnitsF11 | $0.00 | Jan 26, 2015 | A | 29,250 | A | — | — | Common Stock | 29,250 | 29,250 | D |
Explanation of responses
- F1Shares surrendered to pay tax liability due at vesting of Performance Shares.
- F10The 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.
- F11Vests 1/3 on each of January 24, 2016, January 24, 2017 and January 24, 2018.
- F2Shares surrendered to pay tax liability due at vesting of Restricted Stock Units.
- F3This 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.
- F4Represents 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.
- F5RSU 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.
- F6RSU 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.
- F7Vests 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.
- F8RSU 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.
- F9Represents 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.