AMAZON COM INC — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2012-02-15

Reporting Person: WILKE JEFFREY A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock, par value $.01 per share	M	10000	—	Acquired	104934	Direct
2012-02-15	Common Stock, par value $.01 per share	S	700	$190.66	Disposed	104234	Direct
2012-02-15	Common Stock, par value $.01 per share	S	1100	$189.7986	Disposed	103134	Direct
2012-02-15	Common Stock, par value $.01 per share	S	300	$188.79	Disposed	102834	Direct
2012-02-15	Common Stock, par value $.01 per share	S	400	$187.705	Disposed	102434	Direct
2012-02-15	Common Stock, par value $.01 per share	S	800	$186.4738	Disposed	101634	Direct
2012-02-15	Common Stock, par value $.01 per share	S	500	$185.342	Disposed	101134	Direct
2012-02-15	Common Stock, par value $.01 per share	S	980	$184.3141	Disposed	100154	Direct
2012-02-15	Common Stock, par value $.01 per share	S	200	$183.4575	Disposed	99954	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Unit Award	$0	M	10000	Disposed	2014-02-15	Common Stock, par value $.01 per share (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	477.054	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 $191.20 and the lowest price at which shares were sold was $190.23.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $190.18 and the lowest price at which shares were sold was $189.27.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $189.15 and the lowest price at which shares were sold was $188.41.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $188.00 and the lowest price at which shares were sold was $187.13.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $186.90 and the lowest price at which shares were sold was $185.93.

F7: Represents the weighted average sale price. The highest price at which shares were sold was $185.88 and the lowest price at which shares were sold was $185.03.

F8: Represents the weighted average sale price. The highest price at which shares were sold was $184.80 and the lowest price at which shares were sold was $183.84.

F9: Represents the weighted average sale price. The highest price at which shares were sold was $183.52 and the lowest price at which shares were sold was $183.395.

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: 10,000 shares on each of May 15, 2011, August 15, 2011, November 15, 2011, February 15, 2012, May 15, 2012, August 15, 2012, November 15, 2012 and February 15, 2013 and 7,500 shares on each of May 15, 2013, August 15, 2013, November 15, 2013 and February 15, 2014.