AMAZON COM INC — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2014-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock, par value $.01 per share	M	1303	—	Acquired	48130	Direct
2014-05-15	Common Stock, par value $.01 per share	M	5750	—	Acquired	53880	Direct
2014-05-15	Common Stock, par value $.01 per share	S	1100	$294.3064	Disposed	52780	Direct
2014-05-15	Common Stock, par value $.01 per share	S	563	$295.2429	Disposed	52217	Direct
2014-05-15	Common Stock, par value $.01 per share	S	200	$296.38	Disposed	52017	Direct
2014-05-15	Common Stock, par value $.01 per share	S	1100	$297.683	Disposed	50917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Unit Award	$0	M	1303	Disposed	2018-02-15	Common Stock, par value $.01 per share (1303)	Direct
2014-05-15	Restricted Stock Unit Award	$0	M	5750	Disposed	2016-02-15	Common Stock, par value $.01 per share (5750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	478.517	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 $294.79 and the lowest price at which shares were sold was $294.01.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $295.40 and the lowest price at which shares were sold was $295.07.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $296.69 and the lowest price at which shares were sold was $296.07.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $298.08 and the lowest price at which shares were sold was $297.29.

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: 611 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 610 shares on February 15, 2014; 1,303 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 383 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 4,788 shares on May 15, 2016; 4,787 shares on each of August 15, 2016, November 15, 2016, and February 15, 2017; 3,689 shares on May 15, 2017; and 3,688 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018.

F8: 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: 5,750 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, February 15, 2015, May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016.