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: WILKE JEFFREY A (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	13130	$7.93	Acquired	64662	Direct
2011-02-15	Common Stock, par value $.01 per share	M	30287	—	Acquired	94949	Direct
2011-02-15	Common Stock, par value $.01 per share	S	9200	$189.7488	Disposed	85749	Direct
2011-02-15	Common Stock, par value $.01 per share	S	8715	$189.074	Disposed	77034	Direct
2011-02-15	Common Stock, par value $.01 per share	S	100	$188.34	Disposed	76934	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Employee Stock Option (Right to Buy)	$7.93	M	13130	Disposed	2011-09-06	Common Stock, par value $.01 per share (13130)	Direct
2011-02-15	Restricted Stock Unit Award	$0	M	30287	Disposed	2011-02-15	Common Stock, par value $.01 per share (30287)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	460.158	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 $190.38 and the lowest price at which shares were sold was $189.39.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $189.38 and the lowest price at which shares were sold was $188.41.

F4: This option vested at the rate of 4.08% on February 14, 2002, 4.08% on February 14, 2003, and 4.592% per quarter thereafter until fully vested on February 14, 2008.

F5: Converts into Common Stock on a one-for-one basis.

F6: 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: 3.88% on May 15, 2008 and an additional 3.88% upon completion of each 3-month period of employment thereafter through February 15, 2009; 7.04% on May 15, 2009 and an additional 7.04% upon completion of each 3-month period thereafter through February 15, 2010; 14.08% on May 15, 2010 and an additional 14.08% upon completion of each 3-month period thereafter through February 15, 2011.