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: PIACENTINI DIEGO (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	14767	—	Acquired	124413	Direct
2010-08-16	Common Stock, par value $.01 per share	S	4437	$126.4022	Disposed	119976	Direct
2010-08-16	Common Stock, par value $.01 per share	S	3000	$125.4815	Disposed	116976	Direct
2010-08-16	Common Stock, par value $.01 per share	S	1900	$124.6268	Disposed	115076	Direct
2010-08-16	Common Stock, par value $.01 per share	S	1000	$123.433	Disposed	114076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-15	Restricted Stock Unit Award	$0	M	14767	Disposed	2011-02-15	Common Stock, par value $.01 per share (14767)	Direct

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 $127.00 and the lowest price at which shares were sold was $126.07.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $125.97 and the lowest price at which shares were sold was $125.03.

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 $123.76 and the lowest price at which shares were sold was $123.12.

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

F7: This award vests based upon the following 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: 7.59% on May 15, 2008 and an additional 7.59% upon completion of each 3-month period thereafter through February 15, 2009; 9.02% on May 15, 2009 and an additional 9.02% upon completion of each 3-month period thereafter through February 15, 2010; 8.39% on May 15, 2010 and an additional 8.39% upon completion of each 3-month period thereafter through February 15, 2011.