AMAZON COM INC — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2016-05-15

Reporting Person: Olsavsky Brian T (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-15	Common Stock, par value $.01 per share	M	296	—	Acquired	296	Direct
2016-05-15	Common Stock, par value $.01 per share	M	4000	—	Acquired	4296	Direct
2016-05-15	Common Stock, par value $.01 per share	M	1214	—	Acquired	5510	Direct
2016-05-16	Common Stock, par value $.01 per share	S	851	$701.1058	Disposed	4659	Direct
2016-05-16	Common Stock, par value $.01 per share	S	909	$701.966	Disposed	3750	Direct
2016-05-16	Common Stock, par value $.01 per share	S	600	$703.4983	Disposed	3150	Direct
2016-05-16	Common Stock, par value $.01 per share	S	1439	$704.4935	Disposed	1711	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$705.18	Disposed	1611	Direct
2016-05-16	Common Stock, par value $.01 per share	S	400	$706.70	Disposed	1211	Direct
2016-05-16	Common Stock, par value $.01 per share	S	211	$708.233	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-15	Restricted Stock Unit Award	$0.0	M	296	Disposed	2021-02-15	Common Stock, par value $.01 per share (296.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	4000	Disposed	2016-05-15	Common Stock, par value $.01 per share (4000.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	1214	Disposed	2017-02-15	Common Stock, par value $.01 per share (1214.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	59.948	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 $701.60 and the lowest price at which shares were sold was $700.77.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $702.25 and the lowest price at which shares were sold was $701.78.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $703.98 and the lowest price at which shares were sold was $703.00.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $704.91 and the lowest price at which shares were sold was $704.04.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $707.02 and the lowest price at which shares were sold was $706.34.

F7: Represents the weighted average sale price. The highest price at which shares were sold was $708.52 and the lowest price at which shares were sold was $707.92.

F8: Converts into Common Stock on a one-for-one basis.

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: 296 shares on each of May 15, 2016 and August 15, 2016; 297 shares on each of November 15, 2016 and February 15, 2017; 747 shares on May 15, 2017; 748 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; 781 shares on each of May 15, 2018 and August 15, 2018; 782 shares on each of November 15, 2018 and February 15, 2019; 1,479 shares on May 15, 2019; 1,480 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 1,137 shares on May 15, 2020; and 1,138 shares on each of August 15, 2020, November 15, 2020, and February 15, 2021.

F10: This award vests at the rate of: 4,000 shares on each of May 15, 2014 and May 15, 2016.

F11: This award vests at the rate of: 1,151 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 1,149 shares on February 15, 2014; 971 shares on each of May 15, 2014, August 15, 2014, and November 15, 2014; 970 shares on February 15, 2015; 1,129 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 1,214 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 1,215 shares on February 15, 2017.