AMAZON COM INC — Director's Dealing 2010

Aug 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-08-15

Reporting Person: WILKE JEFFREY A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-15	Common Stock, par value $.01 per share	M	30287	—	Acquired	81819	Direct
2010-08-16	Common Stock, par value $.01 per share	S	9201	$126.3879	Disposed	72618	Direct
2010-08-16	Common Stock, par value $.01 per share	S	6200	$125.4826	Disposed	66418	Direct
2010-08-16	Common Stock, par value $.01 per share	S	3700	$124.6027	Disposed	62718	Direct
2010-08-16	Common Stock, par value $.01 per share	S	2100	$123.48	Disposed	60618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-15	Restricted Stock Unit Award	$0	M	30287	Disposed	2011-02-15	Common Stock, par value $.01 per share (30287)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	455.091	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 $126.98 and the lowest price at which shares were sold was $125.99.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $125.98 and the lowest price at which shares were sold was $124.99.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $124.96 and the lowest price at which shares were sold was $123.99.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $123.88 and the lowest price at which shares were sold was $123.10.

F6: Converts into Common Stock on a one-for-one basis.

F7: 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: 3.88% on May 15, 2008 and an additional 3.88% upon completion of each 3-month period of employment thereafter through February 15, 2009; 7.04% on May 15, 2009 and an additional 7.04% upon completion of each 3-month period thereafter through February 15, 2010; 14.08% on May 15, 2010 and an additional 14.08% upon completion of each 3-month period thereafter through February 15, 2011.