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: PIACENTINI DIEGO (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-15	Common Stock, par value $.01 per share	M	14768	—	Acquired	124414	Direct
2010-05-17	Common Stock, par value $.01 per share	S	3300	$128.8191	Disposed	121114	Direct
2010-05-17	Common Stock, par value $.01 per share	S	6709	$128.0016	Disposed	114405	Direct
2010-05-17	Common Stock, par value $.01 per share	S	329	$127.2413	Disposed	114076	Direct
2010-05-18	Common Stock, par value $.01 per share	S	4430	$130.00	Disposed	109646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-15	Restricted Stock Unit Award	$0	M	14768	Disposed	2011-02-15	Common Stock, par value $.01 per share (14768)	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 $129.51 and the lowest price at which shares were sold was $128.52. 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 $128.50 and the lowest price at which shares were sold was $127.51. 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 $127.36 and the lowest price at which shares were sold was $126.91. 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 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.