0001018724-18-000029.txt : 20180220 0001018724-18-000029.hdr.sgml : 20180220 20180220181053 ACCESSION NUMBER: 0001018724-18-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180215 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zapolsky David CENTRAL INDEX KEY: 0001557979 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22513 FILM NUMBER: 18626243 MAIL ADDRESS: STREET 1: PO BOX 81226 CITY: SEATTLE STATE: WA ZIP: 98108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON COM INC CENTRAL INDEX KEY: 0001018724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 911646860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 410 TERRY AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062661000 MAIL ADDRESS: STREET 1: 410 TERRY AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 4 1 wf-form4_151916823762763.xml FORM 4 X0306 4 2018-02-15 0 0001018724 AMAZON COM INC AMZN 0001557979 Zapolsky David P.O. BOX 81226 SEATTLE WA 98108-1226 0 1 0 0 Senior Vice President Common Stock, par value $.01 per share 2018-02-15 4 M 0 1001 0 A 2577 D Common Stock, par value $.01 per share 2018-02-15 4 M 0 754 0 A 3331 D Common Stock, par value $.01 per share 2018-02-15 4 M 0 578 0 A 3909 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 100 1451.64 D 3809 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 200 1455.655 D 3609 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 100 1458.50 D 3509 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 692 1460.5381 D 2817 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 300 1462.61 D 2517 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 100 1463.52 D 2417 D Common Stock, par value $.01 per share 2018-02-15 4 S 0 724 1466.827 D 1693 D Restricted Stock Unit Award 0.0 2018-02-15 4 M 0 1001 0 D 2013-05-15 2018-02-15 Common Stock, par value $.01 per share 1001.0 0 D Restricted Stock Unit Award 0.0 2018-02-15 4 M 0 754 0 D 2015-05-15 2020-02-15 Common Stock, par value $.01 per share 754.0 9674 D Restricted Stock Unit Award 0.0 2018-02-15 4 M 0 578 0 D 2017-05-15 2022-02-15 Common Stock, par value $.01 per share 578.0 15247 D This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Represents the weighted average sale price. The highest price at which shares were sold was $1,455.66 and the lowest price at which shares were sold was $1,455.65. Represents the weighted average sale price. The highest price at which shares were sold was $1,460.99 and the lowest price at which shares were sold was $1,460.03. Represents the weighted average sale price. The highest price at which shares were sold was $1,462.99 and the lowest price at which shares were sold was $1,462.04. Represents the weighted average sale price. The highest price at which shares were sold was $1,467.04 and the lowest price at which shares were sold was $1,466.78. Converts into Common Stock on a one-for-one basis. 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: 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. 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: 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. 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: 578 shares on each of May 15, 2017, August 15, 2017, November 15, 2017, and February 15, 2018; 661 shares on each of May 15, 2018 and August 15, 2018; 662 shares on each of November 15, 2018 and February 15, 2019; 713 shares on each of May 15, 2019 and August 15, 2019; 714 shares on each of November 15, 2019 and February 15, 2020; 1,376 shares on May 15, 2020; 1,377 shares on each of August 15, 2020, November 15, 2020, and February 15, 2021; and 1,060 shares on each of May 15, 2021, August 15, 2021, November 15, 2021, and February 15, 2022. 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. Exhibit 24 Power of Attorney /s/ David Zapolsky, Senior Vice President, General Counsel & Secretary 2018-02-16 EX-24 2 powerofattorneytodealhoffm.htm 2018 POA_ZAPOLSKY

POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Michael D. Deal and Mark F. Hoffman, or either of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Amazon.com, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder;

(3)    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5, to complete and execute any amendment or amendments thereto, and to file or cause to be filed such forms and amendments with the SEC and, to the extent required, with any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

      The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to each such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. The execution of this Power of Attorney shall not of itself rescind or revoke any Power of Attorney granted by the undersigned to any other person.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December, 2017.

/s/ David Zapolsky
_____________________________
David Zapolsky