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: Jassy Andrew R (Senior 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	2334	—	Acquired	43043	Direct
2014-05-15	Common Stock, par value $.01 per share	M	5750	—	Acquired	48793	Direct
2014-05-15	Common Stock, par value $.01 per share	S	1329	$294.3282	Disposed	47464	Direct
2014-05-15	Common Stock, par value $.01 per share	S	676	$295.4299	Disposed	46788	Direct
2014-05-15	Common Stock, par value $.01 per share	S	690	$297.1955	Disposed	46098	Direct
2014-05-15	Common Stock, par value $.01 per share	S	700	$298.0357	Disposed	45398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Unit Award	$0	M	2334	Disposed	2018-02-15	Common Stock, par value $.01 per share (2334)	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	470.455	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 $294.92 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 $297.64 and the lowest price at which shares were sold was $296.65.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $298.68 and the lowest price at which shares were sold was $297.78.

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: 1,547 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 1,546 shares on February 15, 2014; 2,334 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 1,280 shares on each of May 15, 2015 and August 15, 2015; 1,279 shares on each of November 15, 2015 and February 15, 2016; 5,489 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017; 4,231 shares on each of May 15, 2017 and August 15, 2017; and 4,230 shares on each of 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.