AMAZON COM INC — Director's Dealing 2014

Feb 18, 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: WILKE JEFFREY A (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	7500	—	Acquired	45874	Direct
2014-02-15	Common Stock, par value $.01 per share	M	4162	—	Acquired	50036	Direct
2014-02-18	Common Stock, par value $.01 per share	S	700	$354.1707	Disposed	49336	Direct
2014-02-18	Common Stock, par value $.01 per share	S	2850	$353.1738	Disposed	46486	Direct
2014-02-18	Common Stock, par value $.01 per share	S	3112	$352.0112	Disposed	43374	Direct
2014-02-18	Common Stock, par value $.01 per share	S	4200	$351.2053	Disposed	39174	Direct
2014-02-18	Common Stock, par value $.01 per share	S	800	$350.1913	Disposed	38374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-15	Restricted Stock Unit Award	$0	M	7500	Disposed	2014-02-15	Common Stock, par value $.01 per share (7500)	Direct
2014-02-15	Restricted Stock Unit Award	$0	M	4162	Disposed	2018-02-15	Common Stock, par value $.01 per share (4162)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	15000	Indirect
Common Stock, par value $.01 per share	9234	Indirect
Common Stock, par value $.01 per share	504.837	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 $354.72 and the lowest price at which shares were sold was $353.75.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $353.59 and the lowest price at which shares were sold was $352.68.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $352.57 and the lowest price at which shares were sold was $351.58.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $351.56 and the lowest price at which shares were sold was $350.60.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $350.55 and the lowest price at which shares were sold was $349.90.

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: 10,000 shares on each of May 15, 2011, August 15, 2011, November 15, 2011, February 15, 2012, May 15, 2012, August 15, 2012, November 15, 2012, and February 15, 2013; and 7,500 shares on each of May 15, 2013, August 15, 2013, November 15, 2013, and 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: 4,163 shares on May 15, 2013; 4,162 shares on each of August 15, 2013, November 15, 2013, and February 15, 2014; 3,892 shares on May 15, 2014; 3,891 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 2,569 shares on May 15, 2015; 2,568 shares on each of August 15, 2015, November 15, 2015, and February 15, 2016; 6,889 shares on each of May 15, 2016 and August 15, 2016; 6,888 shares on each of November 15, 2016 and February 15, 2017; and 5,312 shares on each of May 15, 2017, August 15, 2017, November 15, 2017, and February 15, 2018.