AMAZON COM INC — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2016-11-15

Reporting Person: Zapolsky David (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock, par value $.01 per share	M	451	—	Acquired	2469	Direct
2016-11-15	Common Stock, par value $.01 per share	M	334	—	Acquired	2803	Direct
2016-11-15	Common Stock, par value $.01 per share	M	524	—	Acquired	3327	Direct
2016-11-15	Common Stock, par value $.01 per share	M	711	—	Acquired	4038	Direct
2016-11-15	Common Stock, par value $.01 per share	S	140	$726.5657	Disposed	3898	Direct
2016-11-15	Common Stock, par value $.01 per share	S	200	$728.41	Disposed	3698	Direct
2016-11-15	Common Stock, par value $.01 per share	S	100	$731.50	Disposed	3598	Direct
2016-11-15	Common Stock, par value $.01 per share	S	100	$733.10	Disposed	3498	Direct
2016-11-15	Common Stock, par value $.01 per share	S	103	$734.9141	Disposed	3395	Direct
2016-11-15	Common Stock, par value $.01 per share	S	400	$737.0875	Disposed	2995	Direct
2016-11-15	Common Stock, par value $.01 per share	S	377	$738.2275	Disposed	2618	Direct
2016-11-15	Common Stock, par value $.01 per share	S	500	$740.126	Disposed	2118	Direct
2016-11-15	Common Stock, par value $.01 per share	S	100	$740.607	Disposed	2018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Unit Award	$0.0	M	451	Disposed	2018-02-15	Common Stock, par value $.01 per share (451.0)	Direct
2016-11-15	Restricted Stock Unit Award	$0.0	M	334	Disposed	2017-02-15	Common Stock, par value $.01 per share (334.0)	Direct
2016-11-15	Restricted Stock Unit Award	$0.0	M	524	Disposed	2017-02-15	Common Stock, par value $.01 per share (524.0)	Direct
2016-11-15	Restricted Stock Unit Award	$0.0	M	711	Disposed	2020-02-15	Common Stock, par value $.01 per share (711.0)	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 $726.58 and the lowest price at which shares were sold was $726.53.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $728.60 and the lowest price at which shares were sold was $728.22.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $735.05 and the lowest price at which shares were sold was $734.91.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $737.34 and the lowest price at which shares were sold was $736.77.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $738.44 and the lowest price at which shares were sold was $738.01.

F7: Represents the weighted average sale price. The highest price at which shares were sold was $740.55 and the lowest price at which shares were sold was $739.59.

F8: Converts into common stock on a one-for-one basis.

F9: 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.

F10: 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.

F11: 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.

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.