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: SZKUTAK THOMAS J (Senior Vice President and CFO)

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	49621	Direct
2014-02-15	Common Stock, par value $.01 per share	M	610	—	Acquired	50231	Direct
2014-02-18	Common Stock, par value $.01 per share	S	904	$350.7125	Disposed	49327	Direct
2014-02-18	Common Stock, par value $.01 per share	S	700	$351.7414	Disposed	48627	Direct
2014-02-18	Common Stock, par value $.01 per share	S	900	$352.7344	Disposed	47727	Direct
2014-02-18	Common Stock, par value $.01 per share	S	900	$353.8356	Disposed	46827	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	610	Disposed	2018-02-15	Common Stock, par value $.01 per share (610)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	476.127	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 $351.04 and the lowest price at which shares were sold was $350.12.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $352.23 and the lowest price at which shares were sold was $351.24.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $353.19 and the lowest price at which shares were sold was $352.38.

F5: 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 $353.40.

F6: Converts into Common Stock on a one-for-one basis.

F7: 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, and February 15, 2012; and 7,500 shares on each of May 15, 2012, August 15, 2012, November 15, 2012, February 15, 2013, May 15, 2013, August 15, 2013, November 15, 2013, and February 15, 2014.

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: 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.