| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.01 per share | 08/15/2010 | M | 30,287 | A | $0 | 81,819 | D | |||
| Common Stock, par value $.01 per share | 08/16/2010 | S(1) | 9,201 | D | $126.3879(2) | 72,618 | D | |||
| Common Stock, par value $.01 per share | 08/16/2010 | S(1) | 6,200 | D | $125.4826(3) | 66,418 | D | |||
| Common Stock, par value $.01 per share | 08/16/2010 | S(1) | 3,700 | D | $124.6027(4) | 62,718 | D | |||
| Common Stock, par value $.01 per share | 08/16/2010 | S(1) | 2,100 | D | $123.48(5) | 60,618 | D | |||
| Common Stock, par value $.01 per share | 455.091 | I | Held by the reporting person's Amazon.com 401(k) plan account | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit Award | $0(6) | 08/15/2010 | M | 30,287 | 05/15/2008(7) | 02/15/2011 | Common Stock, par value $.01 per share | 30,287 | $0 | 60,575 | 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 $126.98 and the lowest price at which shares were sold was $125.99. |
| 3. Represents the weighted average sale price. The highest price at which shares were sold was $125.98 and the lowest price at which shares were sold was $124.99. |
| 4. Represents the weighted average sale price. The highest price at which shares were sold was $124.96 and the lowest price at which shares were sold was $123.99. |
| 5. Represents the weighted average sale price. The highest price at which shares were sold was $123.88 and the lowest price at which shares were sold was $123.10. |
| 6. Converts into Common Stock on a one-for-one basis. |
| 7. 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: 3.88% on May 15, 2008 and an additional 3.88% upon completion of each 3-month period of employment thereafter through February 15, 2009; 7.04% on May 15, 2009 and an additional 7.04% upon completion of each 3-month period thereafter through February 15, 2010; 14.08% on May 15, 2010 and an additional 14.08% upon completion of each 3-month period thereafter through February 15, 2011. |
| Remarks: |
| 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/ Jeffrey A. Wilke, Senior Vice President | 08/16/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||