AMAZON COM INC — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2012-05-15

Reporting Person: SZKUTAK THOMAS J (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock, par value $.01 per share	M	7500	—	Acquired	57500	Direct
2012-05-15	Common Stock, par value $.01 per share	S	296	$227.1624	Disposed	57204	Direct
2012-05-15	Common Stock, par value $.01 per share	S	600	$228.1367	Disposed	56604	Direct
2012-05-15	Common Stock, par value $.01 per share	S	909	$228.9974	Disposed	55695	Direct
2012-05-15	Common Stock, par value $.01 per share	S	1195	$229.9734	Disposed	54500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Restricted Stock Unit Award	$0	M	7500	Disposed	2014-02-15	Common Stock, par value $.01 per share (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	455.736	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 $227.48 and the lowest price at which shares were sold was $226.62.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $228.44 and the lowest price at which shares were sold was $227.68.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $229.52 and the lowest price at which shares were sold was $228.66.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $230.56 and the lowest price at which shares were sold was $229.64.

F6: Converts into Common Stock on a one-for-one basis.

F7: 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 and February 15, 2012 and 7,500 shares on each of May 15, 2012, August 15, 2012, November 15, 2012, February 15, 2013, May 15, 2013, August 15, 2013, November 15, 2013 and February 15, 2014.