AMAZON COM INC — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2011-02-15

Reporting Person: PIACENTINI DIEGO (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock, par value $.01 per share	M	14767	—	Acquired	124413	Direct
2011-02-15	Common Stock, par value $.01 per share	S	10100	$189.5293	Disposed	114313	Direct
2011-02-15	Common Stock, par value $.01 per share	S	4667	$188.9259	Disposed	109646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Restricted Stock Unit Award	$0	M	14767	Disposed	2011-02-15	Common Stock, par value $.01 per share (14767)	Direct

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 $190.16 and the lowest price at which shares were sold was $189.17.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $189.16 and the lowest price at which shares were sold was $188.30.

F4: Converts into Common Stock on a one-for-one basis.

F5: This award vested based upon the following 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: 7.59% on May 15, 2008 and an additional 7.59% upon completion of each 3-month period thereafter through February 15, 2009; 9.02% on May 15, 2009 and an additional 9.02% upon completion of each 3-month period thereafter through February 15, 2010; 8.39% on May 15, 2010 and an additional 8.39% upon completion of each 3-month period thereafter through February 15, 2011.