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: Reynolds Shelley (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-15	Common Stock, par value $.01 per share	M	531	—	Acquired	6520	Direct
2016-05-15	Common Stock, par value $.01 per share	M	95	—	Acquired	6615	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$700.77	Disposed	6515	Direct
2016-05-16	Common Stock, par value $.01 per share	S	200	$703.56	Disposed	6315	Direct
2016-05-16	Common Stock, par value $.01 per share	S	226	$704.9982	Disposed	6089	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$710.05	Disposed	5989	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-15	Restricted Stock Unit Award	$0.0	M	531	Disposed	2017-02-15	Common Stock, par value $.01 per share (531.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	95	Disposed	2020-02-15	Common Stock, par value $.01 per share (95.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	132.784	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 $703.81 and the lowest price at which shares were sold was $703.31.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $705.38 and the lowest price at which shares were sold was $704.60.

F4: Converts into Common Stock on a one-for-one basis.

F5: 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: 180 shares on May 15, 2014; 179 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 162 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 531 shares on May 15, 2016; and 530 shares on each of August 15, 2016, November 15, 2016, and February 15, 2017.

F6: 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: 15 shares on May 15, 2015; 16 shares on each of August 15, 2015, November 15, 2015, and February 15, 2016; 95 shares on each of May 15, 2016 and August 15, 2016; 96 shares on each of November 15, 2016 and February 15, 2017; 544 shares on each of May 15, 2017, August 15, 2017, November 15, 2017, and February 15, 2018; 419 shares on each of May 15, 2018 and August 15, 2018; 420 shares on each of November 15, 2018 and February 15, 2019; and 318 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020.