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: SZKUTAK THOMAS J (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock, par value $.01 per share	M	18724	—	Acquired	64724	Direct
2011-02-15	Common Stock, par value $.01 per share	S	12004	$189.5373	Disposed	52720	Direct
2011-02-15	Common Stock, par value $.01 per share	S	6720	$188.9591	Disposed	46000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Restricted Stock Unit Award	$0	M	18724	Disposed	2011-02-15	Common Stock, par value $.01 per share (18724)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	435.495	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 $190.17 and the lowest price at which shares were sold was $189.19.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $189.17 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 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: 18,725 shares on May 15, 2010, 18,724 shares on August 15, 2010, 18,725 shares on November 15, 2010 and 18,724 shares on February 15, 2011.