SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

STANSBURY HENRY TAYLOE

(Last)

(First)

(Middle)

C/O INTUIT INC.

2700 COAST AVENUE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Technology Officer

5. 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 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	3,100	D

**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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	07/20/2014	07/19/2018	Common Stock	3,009	47.79	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	07/24/2019	Common Stock	8,714	56.52	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	07/23/2020	Common Stock	33,000	63.11	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	07/23/2021	Common Stock	67,350	82.59	D
Restricted Stock Unit (performance-based vesting)	09/01/2014⁽⁴⁾	⁽⁵⁾	Common Stock	17,142⁽⁶⁾	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)	09/01/2014⁽⁴⁾	⁽⁵⁾	Common Stock	15,599⁽⁸⁾	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)⁽⁹⁾	09/01/2015⁽⁴⁾	⁽⁵⁾	Common Stock	16,438⁽¹⁰⁾	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)⁽⁹⁾	09/01/2015⁽⁴⁾	⁽⁵⁾	Common Stock	16,738⁽¹¹⁾	⁽⁷⁾	D
Restricted Stock Unit⁽⁹⁾	07/01/2015⁽⁴⁾	⁽⁵⁾	Common Stock	1,175	⁽⁷⁾	D
Restricted Stock Unit (MSPP Purchased Award)⁽⁹⁾	08/17/2015⁽¹²⁾	08/17/2015⁽¹²⁾	Common Stock	848	⁽⁷⁾	D
Restricted Stock Unit (MSPP Matching Award)⁽⁹⁾	08/17/2015⁽¹³⁾	⁽⁵⁾	Common Stock	848	⁽⁷⁾	D
Restricted Stock Unit⁽⁹⁾	⁽¹⁴⁾	⁽⁵⁾	Common Stock	3,667	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)⁽⁹⁾	09/01/2016⁽⁴⁾	⁽⁵⁾	Common Stock	27,000⁽¹⁵⁾	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)⁽⁹⁾	09/01/2016⁽⁴⁾	⁽⁵⁾	Common Stock	29,000⁽¹⁶⁾	⁽⁷⁾	D
Restricted Stock Unit (MSPP Purchased Award)⁽⁹⁾	08/16/2016⁽¹²⁾	08/16/2016⁽¹²⁾	Common Stock	649	⁽⁷⁾	D
Restricted Stock Unit (MSPP Matching Award)⁽⁹⁾	08/16/2016⁽¹³⁾	⁽⁵⁾	Common Stock	649	⁽⁷⁾	D
Restricted Stock Unit (performance-based vesting)⁽⁹⁾	09/01/2017⁽⁴⁾	⁽⁵⁾	Common Stock	54,500⁽¹⁷⁾	⁽⁷⁾	D
Restricted Stock Unit⁽⁹⁾	⁽¹⁸⁾	⁽⁵⁾	Common Stock	12,100	⁽⁷⁾	D

Explanation of Responses:

1. 3,485 of these stock options are vested; a fixed percentage of the remainder vest on the 25th of each month such that these options are fully vested on 7/25/15.

2. 33 1/3% of the options vested on 7/24/14; thereafter, 2.778% of the options vest monthly such that the options are fully vested on 7/24/2016.

3. 33 1/3% of the options vest on 7/24/15; thereafter, 2.778% of the options vest monthly such that the options are fully vested on 7/24/2017.

4. Represents vesting date for Restricted Stock Units.

5. Restricted Stock Units do not expire; they either vest or are canceled prior to vest date.

6. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% 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 9/1/2014. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

7. 1-for-1

8. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% of this number ("awarded units"), depending upon performance. Following the achievement by the issuer of certain pre-established 3-year operating goals, the awarded units will vest on 9/1/2014. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

9. Dividend rights accrue on the underlying shares for this award and settle in cash upon vesting and issuance of those shares.

10. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% of this number ("awarded units"), depending upon performance. Following the achievement by the issuer of certain pre-established 3-year operating goals, the awarded units will vest on 9/1/2015. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

11. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% 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 9/1/2015. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

12. Represents settlement date for Restricted Stock Units (MSPP Purchased Award); these securities do not expire.

13. Represents vesting and settlement date for Restricted Stock Units (MSPP Matching Award).

14. 1,833 units will vest on 7/1/2015 and 1,834 units will vest on 7/1/2016.

15. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% of this number ("awarded units"), depending upon performance. Following the achievement by the issuer of certain pre-established 3-year operating goals, the awarded units will vest on 9/1/2016. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

16. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% 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 9/1/2016. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

17. Represents the maximum number of units subject to the award; the number of units that vest may be 0% - 100% 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 9/1/2017. Vested restricted stock units will be paid in an equal number of shares of Intuit Inc. common stock.

18. One third of the units vest on each of 7/1/2015, 7/1/2016, and 7/1/2017.

Remarks:

	/s/ Benjamin Schwartz, by power-of-attorney	08/04/2014
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 Number.

Form: 3

Documents

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

3: Initial statement of beneficial ownership of securities

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES