SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reynolds Shelley

(Last)

(First)

(Middle)

P.O. BOX 81226

(Street)

SEATTLE

98108-1226

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	08/15/2016		M		530	A	$0	6,519	D
Common Stock, par value $.01 per share	08/15/2016		M		95	A	$0	6,614	D
Common Stock, par value $.01 per share	08/15/2016		S⁽¹⁾		125	D	$768.592⁽²⁾	6,489	D
Common Stock, par value $.01 per share	08/15/2016		S⁽¹⁾		300	D	$769.9633⁽³⁾	6,189	D
Common Stock, par value $.01 per share	08/15/2016		S⁽¹⁾		100	D	$770.64	6,089	D
Common Stock, par value $.01 per share	08/15/2016		S⁽¹⁾		100	D	$771.85	5,989	D
Common Stock, par value $.01 per share								132.784	I	Held by the reporting person's Amazon.com 401(k) plan account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit Award	$0.0⁽⁴⁾	08/15/2016		M			530	05/15/2014⁽⁵⁾	02/15/2017	Common Stock, par value $.01 per share	530	$0	1,060	D
Restricted Stock Unit Award	$0.0⁽⁴⁾	08/15/2016		M			95	05/15/2015⁽⁶⁾	02/15/2020	Common Stock, par value $.01 per share	95	$0	5,318	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. Represents the weighted average sale price. The highest price at which shares were sold was $768.64 and the lowest price at which shares were sold was $768.58.

3. Represents the weighted average sale price. The highest price at which shares were sold was $770.35 and the lowest price at which shares were sold was $769.61.

4. Converts into Common Stock on a one-for-one basis.

5. 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.

6. 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.

Remarks:

The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price, with respect to all transactions reported on this Form 4.

	/s/ by Michael D. Deal as attorney-in-fact for Shelley Reynolds, Vice President	08/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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