AMAZON COM INC — Director's Dealing 2010

Dec 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2010-12-04

Reporting Person: ONETTO MARC A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-04	Common Stock, par value $.01 per share	M	75000	—	Acquired	76670	Direct
2010-12-06	Common Stock, par value $.01 per share	S	14086	$176.6926	Disposed	62584	Direct
2010-12-06	Common Stock, par value $.01 per share	S	41471	$175.7415	Disposed	21113	Direct
2010-12-06	Common Stock, par value $.01 per share	S	9443	$175.0555	Disposed	11670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-04	Restricted Stock Unit Award	$0	M	75000	Disposed	2012-12-04	Common Stock, par value $.01 per share (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per shares	8000	Indirect
Common Stock, par value $.01 per share	132.783	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 $177.270 and the lowest price at which shares were sold was $176.280.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $176.270 and the lowest price at which shares were sold was $175.280.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $175.270 and the lowest price at which shares were sold was $174.660.

F5: Converts into Common Stock on a one-for-one basis.

F6: This award vests based upon the following vesting schedule: 20% on December 4, 2008 and an additional 20% after every year of employment thereafter until fully vested.