AMAZON COM INC — Director's Dealing 2011

Dec 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2011-12-04

Reporting Person: ONETTO MARC A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-04	Common Stock, par value $.01 per share	M	75000	—	Acquired	87138	Direct
2011-12-05	Common Stock, par value $.01 per share	S	3900	$194.5101	Disposed	83238	Direct
2011-12-05	Common Stock, par value $.01 per share	S	11443	$195.2329	Disposed	71795	Direct
2011-12-05	Common Stock, par value $.01 per share	S	12183	$196.3371	Disposed	59612	Direct
2011-12-05	Common stock, par value $.01 per share	S	14525	$197.3316	Disposed	45087	Direct
2011-12-05	Common Stock, par value $.01 per share	S	8404	$198.0908	Disposed	36683	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-04	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 share	5862	Indirect
Common Stock, par value $.01 per share	151.409	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 $194.80 and the lowest price at which shares were sold was $193.81.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $195.81 and the lowest price at which shares were sold was $194.82.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $196.80 and the lowest price at which shares were sold was $195.82.

F5: Represents the weighted average sale price. The hightest price at which shares were sold was $197.81 and the lowest price at which shares were sold was $196.82.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $198.42 and the lowest price at which shares were sold was $197.82.

F7: Converts into Common Stock on a one-for-one basis.

F8: 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.