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 *

NARAYEN SHANTANU
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)
Chairman, President and CEO
(Last)          (First)          (Middle)

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

1/24/2021
(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 1/24/2021  M  122690 A$0 491935 I by trust (1)
Common Stock 1/24/2021  F  60829 (2)D$472.44 431106 I by trust (1)
Common Stock 1/24/2021  M  20448 A$0 451554 I by trust (1)
Common Stock 1/24/2021  F  10146 (2)D$472.44 441408 I by trust (1)
Common Stock 1/24/2021  M  2578 A$0 443986 I by trust (1)
Common Stock 1/24/2021  F  1278 (2)D$472.44 442708 I by trust (1)
Common Stock 1/24/2021  M  7027 A$0 449735 I by trust (1)
Common Stock 1/24/2021  F  3483 (2)D$472.44 446252 I by trust (1)
Common Stock 1/25/2021  S(3)  908 D$464.7903 (4)445344 I by trust (1)
Common Stock 1/25/2021  S(3)  734 D$465.7252 (5)444610 I by trust (1)
Common Stock 1/25/2021  S(3)  941 D$467.071 (6)443669 I by trust (1)
Common Stock 1/25/2021  S(3)  2874 D$467.9564 (7)440795 I by trust (1)
Common Stock 1/25/2021  S(3)  5755 D$469.1701 (8)435040 I by trust (1)
Common Stock 1/25/2021  S(3)  10444 D$470.1397 (9)424596 I by trust (1)
Common Stock 1/25/2021  S(3)  12803 D$471.1951 (10)411793 I by trust (1)
Common Stock 1/25/2021  S(3)  13017 D$472.1954 (11)398776 I by trust (1)
Common Stock 1/25/2021  S(3)  22380 D$473.1322 (12)376396 I by trust (1)
Common Stock 1/25/2021  S(3)  7097 D$474.1107 (13)369299 I by trust (1)
Common Stock 1/25/2021  S(3)  847 D$475.1651 (14)368452 I by trust (1)
Common Stock 1/25/2021  S(3)  1122 D$476.5673 (15)367330 I by trust (1)
Common Stock 1/25/2021  S(3)  1985 D$477.1531 (16)365345 I by trust (1)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares $0.0 1/24/2021  M     122690   (17) (17)Common Stock 122690.0 $0 0 D  
Restricted Stock Unit $0.0 1/24/2021  M     20448   (18) (18)Common Stock 20448.0 $0 0 D  
Restricted Stock Unit $0.0 1/24/2021  M     2578   (19) (19)Common Stock 2578.0 $0 20624 D  
Restricted Stock Unit $0.0 1/24/2021  M     7027   (20) (20)Common Stock 7027.0 $0 21079 D  
Performance Shares $0.0 1/25/2021  A   V 97578 (21)    (22) (22)Common Stock 97578.0 $0 97578 D  
Restricted Stock Units $0.0 1/25/2021  A   20910     (23) (23)Common Stock 20910.0 $0 20910 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.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person October 8, 2020.
(4) This transaction was executed in multiple trades at prices ranging from $464.23 to $465.19. 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) This transaction was executed in multiple trades at prices ranging from $465.37 to $465.97. 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.
(6) This transaction was executed in multiple trades at prices ranging from $466.48 to $467.355. 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.
(7) This transaction was executed in multiple trades at prices ranging from $467.53 to $468.50. 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.
(8) This transaction was executed in multiple trades at prices ranging from $468.64 to $469.62. 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.
(9) This transaction was executed in multiple trades at prices ranging from $469.645 to $470.63. 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.
(10) This transaction was executed in multiple trades at prices ranging from $470.64 to $471.62. 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.
(11) This transaction was executed in multiple trades at prices ranging from $471.665 to $472.66. 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.
(12) This transaction was executed in multiple trades at prices ranging from $472.67 to $473.665. 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.
(13) This transaction was executed in multiple trades at prices ranging from $473.745 to $474.65. 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.
(14) This transaction was executed in multiple trades at prices ranging from $474.76 to $475.48. 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.
(15) This transaction was executed in multiple trades at prices ranging from $475.77 to $476.69. 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.
(16) This transaction was executed in multiple trades at prices ranging from $476.84 to $477.60. 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.
(17) The Performance Shares vested in full upon the certification of performance goal achievement at 200% following the three-year anniversary of the January 24, 2018 vesting commencement date.
(18) Vests at a rate of 1/3 annually on the first, second and third anniversaries of the January 24, 2018 vesting commencement date.
(19) Vests 25% on the first anniversary of the January 24, 2019 vesting commencement date and then 6.25% quarterly thereafter.
(20) Vests 25% on the first anniversary of the January 24, 2020 vesting commencement date and then 6.25% quarterly thereafter.
(21) Represents 200% of the target payout (the maximum number of Performance Shares that will be earned, if at all) following the three-year performance period.
(22) The Performance Shares will vest in full upon the certification of performance goal achievement following the three-year anniversary of the January 24, 2021 vesting commencement date if the performance goal is achieved.
(23) Vests 25% on the first anniversary of the January 24, 2021 vesting commencement date and then 6.25% quarterly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
NARAYEN SHANTANU
ADOBE INC.
345 PARK AVENUE
SAN JOSE, CA 95110
X
Chairman, President and CEO

Signatures
/s/ Allison Blais, as attorney-in-fact1/26/2021
**Signature of Reporting PersonDate

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