AMAZON COM INC — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMAZON COM INC (AMZN)
CIK: 0001018724
Period of Report: 2017-05-15

Reporting Person: Blackburn Jeffrey M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock, par value $.01 per share	M	3689	—	Acquired	50776	Direct
2017-05-15	Common Stock, par value $.01 per share	M	1036	—	Acquired	51812	Direct
2017-05-15	Common Stock, par value $.01 per share	S	634	$957.2303	Disposed	51178	Direct
2017-05-15	Common Stock, par value $.01 per share	S	502	$958.2665	Disposed	50676	Direct
2017-05-15	Common Stock, par value $.01 per share	S	342	$959.0422	Disposed	50334	Direct
2017-05-15	Common Stock, par value $.01 per share	S	300	$960.1533	Disposed	50034	Direct
2017-05-15	Common Stock, par value $.01 per share	S	200	$961.695	Disposed	49834	Direct
2017-05-15	Common Stock, par value $.01 per share	S	100	$962.51	Disposed	49734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Unit Award	$0.0	M	3689	Disposed	2018-02-15	Common Stock, par value $.01 per share (3689.0)	Direct
2017-05-15	Restricted Stock Unit Award	$0.0	M	1036	Disposed	2022-02-15	Common Stock, par value $.01 per share (1036.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	20000	Indirect
Common Stock, par value $.01 per share	473.503	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 $957.73 and the lowest price at which shares were sold was $956.79.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $958.78 and the lowest price at which shares were sold was $957.88.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $959.30 and the lowest price at which shares were sold was $958.90.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $960.27 and the lowest price at which shares were sold was $959.95.

F6: Represents the weighted average sale price. The highest price at which shares were sold was $961.93 and the lowest price at which shares were sold was $961.46.

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

F8: 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: 361 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 360 shares on February 15, 2014; 1,428 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 508 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 4,788 shares on May 15, 2016; 4,787 shares on each of August 15, 2016, November 15, 2016, and February 15, 2017; 3,689 shares on May 15, 2017; and 3,688 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018.

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: 1,036 shares on each of May 15, 2017 and August 15, 2017; 1,037 shares on each of November 15, 2017 and February 15, 2018; 1,667 shares on each of May 15, 2018 and August 15, 2018; 1,668 shares on each of November 15, 2018 and February 15, 2019; 1,692 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.