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: Zapolsky David (Senior 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	451	—	Acquired	2826	Direct
2016-05-15	Common Stock, par value $.01 per share	M	334	—	Acquired	3160	Direct
2016-05-15	Common Stock, par value $.01 per share	M	524	—	Acquired	3684	Direct
2016-05-15	Common Stock, par value $.01 per share	M	710	—	Acquired	4394	Direct
2016-05-16	Common Stock, par value $.01 per share	S	400	$701.3275	Disposed	3994	Direct
2016-05-16	Common Stock, par value $.01 per share	S	600	$702.3917	Disposed	3394	Direct
2016-05-16	Common Stock, par value $.01 per share	S	507	$704.4881	Disposed	2887	Direct
2016-05-16	Common Stock, par value $.01 per share	S	212	$705.4915	Disposed	2675	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$706.77	Disposed	2575	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$707.92	Disposed	2475	Direct
2016-05-16	Common Stock, par value $.01 per share	S	100	$710.05	Disposed	2375	Direct
2016-05-16	Common Stock, par value $.01 per share	G	357	—	Disposed	2018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-15	Restricted Stock Unit Award	$0.0	M	451	Disposed	2018-02-15	Common Stock, par value $.01 per share (451.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	334	Disposed	2017-02-15	Common Stock, par value $.01 per share (334.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	524	Disposed	2017-02-15	Common Stock, par value $.01 per share (524.0)	Direct
2016-05-15	Restricted Stock Unit Award	$0.0	M	710	Disposed	2020-02-15	Common Stock, par value $.01 per share (710.0)	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 $701.77 and the lowest price at which shares were sold was $700.91.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $703.01 and the lowest price at which shares were sold was $702.05.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $704.78 and the lowest price at which shares were sold was $703.98.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $705.93 and the lowest price at which shares were sold was $705.04.

F6: Contribution to non-profit organization.

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 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.