AMAZON COM INC — Director's Dealing 2010

May 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-05-15

Reporting Person: WILSON L MICHELLE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-15	Common Stock, par value $.01 per share	M	11003	—	Acquired	31004	Direct
2010-05-17	Common Stock, par value $.01 per share	S	2000	$128.824	Disposed	29004	Direct
2010-05-17	Common Stock, par value $.01 per share	S	3635	$127.9935	Disposed	25369	Direct
2010-05-17	Common Stock, par value $.01 per share	S	418	$127.3454	Disposed	24951	Direct
2010-05-18	Common Stock, par value $.01 per share	S	1650	$130.00	Disposed	23301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-15	Restricted Stock Unit Award	$0	M	11003	Disposed	2011-02-15	Common Stock, par value $.01 per share (11003)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	455.836	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $129.58 and the lowest price at which shares were sold was $128.56. The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $128.53 and the lowest price at which shares were sold was $127.54. The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $127.53 and the lowest price at which shares were sold was $126.91. The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price.

F5: Converts into Common Stock on a one-for-one basis.

F6: This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 6.75% on May 15, 2008 and an additional 6.75% upon completion of each 3-month period of employment thereafter through February 15, 2009; 9.33% on May 15, 2009 and an additional 9.33% upon completion of each 3-month period thereafter through February 15, 2010; 8.92% on May 15, 2010 and an additional 8.92% upon completion of each 3-month period thereafter through February 15, 2011.