Edgar Filing: Goodarzi Sasan K

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 ^*

Goodarzi Sasan K

2. Issuer Name and Ticker or Trading Symbol
INTUIT INC [INTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Small Business Group

(Last)

(First)

(Middle)

C/O INTUIT INC., 2700 COAST AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2017

(Street)

MOUNTAIN VIEW, CA 94043

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 135.35

07/20/2017

78,170

⁽¹⁾

07/19/2024

Common Stock

78,170

$ 0

78,170

Restricted Stock Units ⁽²⁾

⁽³⁾

07/20/2017

14,776

⁽⁴⁾

⁽⁵⁾

Common Stock

14,776

$ 0

14,776

Restricted Stock Units (performance-based vesting) ⁽²⁾

⁽³⁾

07/20/2017

29,963

⁽⁶⁾

⁽⁵⁾

Common Stock

29,963

$ 0

29,963

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goodarzi Sasan K C/O INTUIT INC. 2700 COAST AVENUE MOUNTAIN VIEW, CA 94043			EVP, Small Business Group

Signatures

/s/ Kerry McLean, by power-of-attorney		07/24/2017
^**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)	One-third of the options vest on the one-year anniversary of the drant date, and thereafter 2.778% of the options vest on each monthly anniversary of the first vesting date until 100% vested.
(2)	Dividend rights accrue on the underlying shares for this award and settle in cash upon vesting and issuance of those shares.
(3)	1-for-1
(4)	One-third of the RSUs vest on each of 7/1/2018, 7/1/2019, and 7/1/2020 provided a predetermined one year operating goal threshold is achieved.
(5)	RSUs have no expiration date; they either vest or are canceled prior to the vest date.
(6)	The target number of units subject to the award is presented in the table; the number that vest may be 0%-200% of this number ("awarded units"), depending upon performance. Following the achievement by the issuer of certain total shareholder return objectives, the awarded units will vest on 9/1/2020. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

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