AMAZON COM INC — Director's Dealing 2010

Feb 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-02-15

Reporting Person: WILSON L MICHELLE (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-15	Common Stock, par value $.01 per share	M	1004	—	Acquired	21004	Direct
2010-02-15	Common Stock, par value $.01 per share	M	11511	—	Acquired	32515	Direct
2010-02-16	Common Stock, par value $.01 per share	S	3040	$119.8976	Disposed	29475	Direct
2010-02-16	Common Stock, par value $.01 per share	S	8974	$118.601	Disposed	20501	Direct
2010-02-16	Common Stock, par value $.01 per share	S	500	$118.106	Disposed	20001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-15	Restricted Stock Unit Award	$0	M	1004	Disposed	2010-02-15	Common Stock, par value $.01 per share (1004)	Direct
2010-02-15	Restricted Stock Unit Award	$0	M	11511	Disposed	2011-02-15	Common Stock, par value $.01 per share (11511)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	449.632	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 $120.20 and the lowest price at which shares were sold was $119.25. 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 $119.19 and the lowest price at which shares were sold was $118.20. 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 $118.17 and the lowest price at which shares were sold was $118.01. 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 vested 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: 18.75% on May 15, 2008 and an additional 18.75% upon completion of each 3-month period of employment thereafter through February 15, 2009; 6.25% on May 15, 2009 and an additional 6.25% upon completion of each 3-month period thereafter through February 15, 2010.

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.