AMAZON COM INC — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2016-02-15

Reporting Person: Zapolsky David (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-15	Common Stock, par value $.01 per share	M	573	—	Acquired	2948	Direct
2016-02-15	Common Stock, par value $.01 per share	M	361	—	Acquired	3309	Direct
2016-02-15	Common Stock, par value $.01 per share	M	26	—	Acquired	3335	Direct
2016-02-15	Common Stock, par value $.01 per share	M	723	—	Acquired	4058	Direct
2016-02-15	Common Stock, par value $.01 per share	M	637	—	Acquired	4695	Direct
2016-02-16	Common Stock, par value $.01 per share	S	183	$513.796	Disposed	4512	Direct
2016-02-16	Common Stock, par value $.01 per share	S	100	$516.05	Disposed	4412	Direct
2016-02-16	Common Stock, par value $.01 per share	S	219	$517.6759	Disposed	4193	Direct
2016-02-16	Common Stock, par value $.01 per share	S	308	$519.9429	Disposed	3885	Direct
2016-02-16	Common Stock, par value $.01 per share	S	200	$521.455	Disposed	3685	Direct
2016-02-16	Common Stock, par value $.01 per share	S	200	$522.84	Disposed	3485	Direct
2016-02-16	Common Stock, par value $.01 per share	I	72.554	$521.0895	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Unit Award	$0.0	M	573	Disposed	2018-02-15	Common Stock, par value $.01 per share (573.0)	Direct
2016-02-15	Restricted Stock Unit Award	$0.0	M	361	Disposed	2017-02-15	Common Stock, par value $.01 per share (361.0)	Direct
2016-02-15	Restricted Stock Unit Award	$0.0	M	26	Disposed	2017-02-15	Common Stock, par value $.01 per share (26.0)	Direct
2016-02-15	Restricted Stock Unit Award	$0.0	M	723	Disposed	2016-02-15	Common Stock, par value $.01 per share (723.0)	Direct
2016-02-15	Restricted Stock Unit Award	$0.0	M	637	Disposed	2020-02-15	Common Stock, par value $.01 per share (637.0)	Direct

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 $514.05 and the lowest price at which shares were sold was $513.49.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $518.05 and the lowest price at which shares were sold was $517.36.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $520.20 and the lowest price at which shares were sold was $519.60.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $521.87 and the lowest price at which shares were sold was $521.04.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $523.16 and the lowest price at which shares were sold was $522.52.

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

F8: This award vests 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: 604 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 603 shares on February 15, 2014; 866 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 573 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 451 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; 450 shares on February 15, 2017; 1,002 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; and 1,001 shares on February 15, 2018.

F9: This award vests at the rate of: 305 shares on each of May 15, 2014, August 15, 2014, and November 15, 2014; 303 shares on February 15, 2015; 363 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 361 shares on February 15, 2016; 334 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 333 shares on February 15, 2017.

F10: This award vests at the rate of: 17 shares on May 15, 2014; 16 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 27 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 26 shares on February 15, 2016; and 524 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017.

F11: This award vests at the rate of: 957 shares on May 15, 2014; 958 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 722 shares on each of May 15, 2015 and August 15, 2015; and 723 shares on each of November 15, 2015 and February 15, 2016.

F12: This award vests 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: 637 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 710 shares on each of May 15, 2016 and August 15, 2016; 711 shares on each of November 15, 2016 and February 15, 2017; 753 shares on May 15, 2017; 754 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; 1,367 shares on each of May 15, 2018 and August 15, 2018; 1,368 shares on each of November 15, 2018 and February 15, 2019; and 1,051 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020.