AMAZON COM INC — Director's Dealing 2010

Sep 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-09-18

Reporting Person: VALENTINE H BRIAN (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-18	Common Stock, par value $.01 per share	M	80000	—	Acquired	85000	Direct
2010-09-20	Common Stock, par value $.01 per share	S	22363	$150.2265	Disposed	62637	Direct
2010-09-20	Common Stock, par value $.01 per share	S	8100	$149.2793	Disposed	54537	Direct
2010-09-20	Common Stock, par value $.01 per share	S	12500	$148.3543	Disposed	42037	Direct
2010-09-20	Common Stock, par value $.01 per share	S	11037	$147.5855	Disposed	31000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-18	Restricted Stock Unit Award	$0	M	80000	Disposed	2012-09-18	Common Stock, par value $.01 per share (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	171.885	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 $150.79 and the lowest price at which shares were sold was $149.80.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $149.78 and the lowest price at which shares were sold was $148.79.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $148.78 and the lowest price at which shares were sold was $147.79.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $147.77 and the lowest price at which shares were sold was $147.42.

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: 80,000 shares on each of September 18, 2008, September 18, 2009, September 18, 2010, September 18, 2011 and September 18, 2012.