AMAZON COM INC — Director's Dealing 2011

Sep 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2011-09-18

Reporting Person: VALENTINE H BRIAN (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-18	Common Stock, par value $.01 per share	M	80000	—	Acquired	90000	Direct
2011-09-19	Common Stock, par value $.01 per share	S	1100	$240.2164	Disposed	88900	Direct
2011-09-19	Common Stock, par value $.01 per share	S	1600	$239.6881	Disposed	87300	Direct
2011-09-19	Common Stock, par value $.01 per share	S	2800	$238.3729	Disposed	84500	Direct
2011-09-19	Common Stock, par value $.01 per share	S	6700	$237.5255	Disposed	77800	Direct
2011-09-19	Common Stock, par value $.01 per share	S	6500	$236.4469	Disposed	71300	Direct
2011-09-19	Common Stock, par value $.01 per share	S	5900	$235.4168	Disposed	65400	Direct
2011-09-19	Common Stock, par value $.01 per share	S	16700	$234.5868	Disposed	48700	Direct
2011-09-19	Common Stock, par value $.01 per share	S	3700	$233.5952	Disposed	45000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-18	Restricted Stock Unit Award	$0	M	80000	Disposed	2012-09-18	Common Stock, par value $.01 per share (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	189.253	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 $240.42 and the lowest price at which shares were sold was $240.00.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $239.99 and the lowest price at which shares were sold was $239.01.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $238.98 and the lowest price at which shares were sold was $238.00.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $237.99 and the lowest price at which shares were sold was $237.00.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $236.99 and the lowest price at which shares were sold was $236.00.

F7: Represents the weighted average sale price. The highest price at which shares were sold was $235.96 and the lowest price at which shares were sold was $235.02.

F8: Represents the weighted average sale price. The highest price at which shares were sold was $234.99 and the lowest price at which shares were sold was $234.00.

F9: Represents the weighted average sale price. The highest price at which shares were sold was $233.99 and the lowest price at which shares were sold was $233.01.

F10: Converts into Common Stock on a one-for-one basis.

F11: 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: 80,000 shares on each of September 18, 2008, September 18, 2009, September 18, 2010, September 18, 2011 and September 18, 2012.