AMAZON COM INC — Director's Dealing 2010

May 17, 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: Kessel Steven (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	14961	—	Acquired	14961	Direct
2010-05-17	Common Stock, par value $.01 per share	S	14961	$127.8298	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-15	Restricted Stock Unit Award	$0	M	14961	Disposed	2011-02-15	Common Stock, par value $.01 per share (14961)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	372.114	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 $127.90 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.

F3: Converts into Common Stock on a one-for-one basis.

F4: 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: 4,170 shares on each of May 15, 2009, August 15, 2009, November 15, 2009 and February 15, 2010, 14,961 shares on May 15, 2010, 14,960 shares on August 15, 2010, 14,961 shares on November 15, 2010 and 14,960 shares on February 15, 2011.