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: Zapolsky David (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock, par value $.01 per share	M	866	—	Acquired	1952	Direct
2014-05-15	Common Stock, par value $.01 per share	M	305	—	Acquired	2257	Direct
2014-05-15	Common Stock, par value $.01 per share	M	17	—	Acquired	2274	Direct
2014-05-15	Common Stock, par value $.01 per share	M	957	—	Acquired	3231	Direct
2014-05-15	Common Stock, par value $.01 per share	S	300	$294.19	Disposed	2931	Direct
2014-05-15	Common Stock, par value $.01 per share	S	257	$295.5835	Disposed	2674	Direct
2014-05-15	Common Stock, par value $.01 per share	S	400	$297.555	Disposed	2274	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Unit Award	$0	M	866	Disposed	2018-02-15	Common Stock, par value $.01 per share (866)	Direct
2014-05-15	Restricted Stock Unit Award	$0	M	305	Disposed	2017-02-15	Common Stock, par value $.01 per share (305)	Direct
2014-05-15	Restricted Stock Unit Award	$0	M	17	Disposed	2017-02-15	Common Stock, par value $.01 per share (17)	Direct
2014-05-15	Restricted Stock Unit Award	$0	M	957	Disposed	2016-02-15	Common Stock, par value $.01 per share (957)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	71.204	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 $294.34 and the lowest price at which shares were sold was $293.94.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $296.06 and the lowest price at which shares were sold was $295.28.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $297.90 and the lowest price at which shares were sold was $297.31.

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

F6: 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: 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.

F7: This award vests based upon the following vesting schedule: 305 shares on each of May 15, 2014, August 15, 2014, and November 15, 2014; 303 shares on February 15, 2015; 363 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 361 shares on February 15, 2016; 334 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 333 shares on February 15, 2017.

F8: This award vests based upon the following vesting schedule: 17 shares on May 15, 2014; 16 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 27 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 26 shares on February 15, 2016; and 524 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017.

F9: This award vests based upon the following vesting schedule: 957 shares on May 15, 2014; 958 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 722 shares on each of May 15, 2015 and August 15, 2015; and 723 shares on each of November 15, 2015 and February 15, 2016.