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: Jassy Andrew R (Senior 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	7750	—	Acquired	43067	Direct
2014-02-15	Common Stock, par value $.01 per share	M	1546	—	Acquired	44613	Direct
2014-02-18	Common Stock, par value $.01 per share	S	254	$350.1457	Disposed	44359	Direct
2014-02-18	Common Stock, par value $.01 per share	S	1100	$351.0555	Disposed	43259	Direct
2014-02-18	Common Stock, par value $.01 per share	S	850	$352.1702	Disposed	42409	Direct
2014-02-18	Common Stock, par value $.01 per share	S	900	$353.0966	Disposed	41509	Direct
2014-02-18	Common Stock, par value $.01 per share	S	700	$353.8614	Disposed	40809	Direct
2014-02-18	Common Stock, par value $.01 per share	S	100	$355.18	Disposed	40709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-15	Restricted Stock Unit Award	$0	M	7750	Disposed	2014-02-15	Common Stock, par value $.01 per share (7750)	Direct
2014-02-15	Restricted Stock Unit Award	$0	M	1546	Disposed	2018-02-15	Common Stock, par value $.01 per share (1546)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	468.065	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 $350.36 and the lowest price at which shares were sold was $349.43.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $351.52 and the lowest price at which shares were sold was $350.55.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $352.52 and the lowest price at which shares were sold was $351.57.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $353.52 and the lowest price at which shares were sold was $352.58.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $354.30 and the lowest price at which shares were sold was $353.60.

F7: Converts into Common Stock on a one-for-one basis.

F8: This award vested 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: 1,750 shares on each of May 15, 2009, August 15, 2009, November 15, 2009, and February 15, 2010; and 7,750 shares on May 15, 2011 and each 3-month period thereafter through February 15, 2014.

F9: 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.