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: WILSON L MICHELLE (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	11003	—	Acquired	34304	Direct
2010-08-16	Common Stock, par value $.01 per share	S	2653	$126.4017	Disposed	31651	Direct
2010-08-16	Common Stock, par value $.01 per share	S	1700	$125.4718	Disposed	29951	Direct
2010-08-16	Common Stock, par value $.01 per share	S	1100	$124.5891	Disposed	28851	Direct
2010-08-16	Common Stock, par value $.01 per share	S	600	$123.48	Disposed	28251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-15	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	462.568	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 $126.94 and the lowest price at which shares were sold was $126.10.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $125.91 and the lowest price at which shares were sold was $125.05.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $124.91 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 $123.78 and the lowest price at which shares were sold was $123.16.

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: 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.