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: SZKUTAK THOMAS J (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-15	Common Stock, par value $.01 per share	M	18725	—	Acquired	64725	Direct
2010-05-17	Common Stock, par value $.01 per share	S	2600	$128.7796	Disposed	62125	Direct
2010-05-17	Common Stock, par value $.01 per share	S	3900	$127.9769	Disposed	58225	Direct
2010-05-17	Common Stock, par value $.01 per share	S	350	$127.2186	Disposed	57875	Direct
2010-05-18	Common Stock, par value $.01 per share	S	11875	$130.00	Disposed	46000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-15	Restricted Stock Unit Award	$0	M	18725	Disposed	2011-02-15	Common Stock, par value $.01 per share (18725)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	418.97	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 $129.44 and the lowest price at which shares were sold was $128.45. 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 $128.38 and the lowest price at which shares were sold was $127.53. 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 $127.38 and the lowest price at which shares were sold was $126.97. 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: 18,725 shares on May 15, 2010, 18,724 shares on August 15, 2010, 18,725 shares on November 15, 2010 and 18,724 shares on February 15, 2011.