AMAZON COM INC — Director's Dealing 2010

May 17, 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: Reynolds Shelley (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	158	—	Acquired	5978	Direct
2010-05-17	Common Stock, par value $.01 per share	S	58	$127.88	Disposed	5920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-15	Restricted Stock Unit Award	$0	M	158	Disposed	2014-02-15	Common Stock, par value $.01 per share (158)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	85.357	Indirect

Footnotes

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

F2: Converts into Common Stock on a one-for-one basis.

F3: 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: 158 shares on each of May 15, 2010, August 15, 2010 and November 15, 2010; 157 shares on February 15, 2011; 339 shares on each of May 15, 2011 and August 15, 2011; 338 shares on each of November 15, 2011 and February 15, 2012; 556 shares on each of May 15, 2012, August 15, 2012 and November 15, 2012; 555 shares on February 15, 2013; and 442 shares on each of May 15, 2013, August 15, 2013, November 15, 2013 and February 15, 2014.