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: Jassy Andrew R (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	1250	—	Acquired	6651	Direct
2010-02-15	Common Stock, par value $.01 per share	M	8924	—	Acquired	15575	Direct
2010-02-15	Common Stock, par value $.01 per share	M	2636	—	Acquired	18211	Direct
2010-02-15	Common Stock, par value $.01 per share	M	1750	—	Acquired	19961	Direct
2010-02-16	Common Stock, par value $.01 per share	S	14560	$119.93	Disposed	5401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-15	Restricted Stock Unit Award	$0	M	1250	Disposed	2010-02-15	Common Stock, par value $.01 per share (1250)	Direct
2010-02-15	Restricted Stock Unit Award	$0	M	8924	Disposed	2010-02-15	Common Stock, par value $.01 per share (8924)	Direct
2010-02-15	Restricted Stock Unit Award	$0	M	2636	Disposed	2011-02-15	Common Stock, par value $.01 per share (2636)	Direct
2010-02-15	Restricted Stock Unit Award	$0	M	1750	Disposed	2014-02-15	Common Stock, par value $.01 per share (1750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	404.704	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Converts into Common Stock on a one-for-one basis.

F3: 30% of this award was vested at the time the reporting person filed their Form 3, and subject to the reporting person's continued employment with the issuer 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, this award continued to vest and convert into shares of common stock of the issuer at the rate of 5.00% on November 15, 2006 and an additional 5.00% for each 3-month period thereafter through February 15, 2010.

F4: 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: 6.25% on November 15, 2006, 6.77% on May 15, 2007 and an additional 6.77% for each 3-month period thereafter through February 15, 2008, 8.33% on May 15, 2008 and an additional 8.33% for each 3-month period thereafter through February 15, 2010.

F5: 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: 2,637 shares on May 15, 2009, 2,636 shares on August 15, 2009, 2,637 shares on November 15, 2009, 2,636 shares on 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.

F6: 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: 1,750 shares on each of May 15, 2009, August 15, 2009, November 15, 2009 and February 15, 2010 and 7,750 shares on May 15, 2011 and each 3-month period thereafter through February 15, 2014.