AMAZON COM INC — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2014-02-15

Reporting Person: Zapolsky David (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-15	Common Stock, par value $.01 per share	M	1142	—	Acquired	1142	Direct
2014-02-15	Common Stock, par value $.01 per share	M	483	—	Acquired	1625	Direct
2014-02-15	Common Stock, par value $.01 per share	M	603	—	Acquired	2228	Direct
2014-02-18	Common Stock, par value $.01 per share	S	383	$350.4801	Disposed	1845	Direct
2014-02-18	Common Stock, par value $.01 per share	S	359	$352.4868	Disposed	1486	Direct
2014-02-18	Common Stock, par value $.01 per share	S	300	$353.5367	Disposed	1186	Direct
2014-02-18	Common Stock, par value $.01 per share	S	100	$354.30	Disposed	1086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-15	Restricted Stock Unit Award	$0	M	1142	Disposed	2014-02-15	Common Stock, par value $.01 per share (1142)	Direct
2014-02-15	Restricted Stock Unit Award	$0	M	483	Disposed	2014-02-15	Common Stock, par value $.01 per share (483)	Direct
2014-02-15	Restricted Stock Unit Award	$0	M	603	Disposed	2018-02-15	Common Stock, par value $.01 per share (603)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	67.498	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 $350.82 and the lowest price at which shares were sold was $350.10.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $352.79 and the lowest price at which shares were sold was $352.24.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $353.76 and the lowest price at which shares were sold was $353.24.

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

F6: This award vested at the rate of 1,517 shares on each of May 15, 2012, August 15, 2012, and November 15, 2012; 1,518 shares on February 15, 2013; 1,141 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; and 1,142 shares on February 15, 2014.

F7: This award vested at the rate of 37 shares on each of May 15, 2011, August 15, 2011, and November 15, 2011; 35 shares on February 15, 2012; 603 shares on each of May 15, 2012, August 15, 2012, November 15, 2012, and February 15, 2013; and 483 shares on each of May 15, 2013, August 15, 2013, November 15, 2013, and February 15, 2014.

F8: This award vests 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: 604 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 603 shares on February 15, 2014; 866 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 573 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 451 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; 450 shares on February 15, 2017; 1,002 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; and 1,001 shares on February 15, 2018.