AMAZON COM INC — Director's Dealing 2010

Mar 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-03-05

Reporting Person: Gunningham Sebastian J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-05	Common Stock, par value $.01 per share	M	75000	—	Acquired	82500	Direct
2010-03-05	Common Stock, par value $.01 per share	S	67400	$128.3111	Disposed	15100	Direct
2010-03-05	Common Stock, par value $.01 per share	S	100	$128.90	Disposed	15000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-05	Restricted Stock Unit Award	$0	M	75000	Disposed	2013-03-05	Common Stock, par value $.01 per share (75000)	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 $128.75 and the lowest price at which shares were sold was $127.7795. 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: Converts into Common Stock on a one-for-one basis.

F4: This award vests based upon the following vesting schedule: 20% on March 5, 2009 and an additional 20% after every year of employment thereafter until fully vested.