0001359804-13-000020.txt : 20130517 0001359804-13-000020.hdr.sgml : 20130517 20130517174730 ACCESSION NUMBER: 0001359804-13-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130515 FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALENTINE H BRIAN CENTRAL INDEX KEY: 0001193122 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22513 FILM NUMBER: 13856209 MAIL ADDRESS: STREET 1: ONE MICROSOFT WAY CITY: REDMOND STATE: WA ZIP: 98052-6399 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 edgar.xml PRIMARY DOCUMENT X0306 4 2013-05-15 0001018724 AMAZON COM INC AMZN 0001193122 VALENTINE H BRIAN P.O. BOX 81226 SEATTLE WA 98108-1226 0 1 0 0 Senior Vice President Common Stock, par value $.01 per share 2013-05-15 4 M 0 5000 0 A 57618 D Common Stock, par value $.01 per share 2013-05-15 4 S 0 1486 267.3833 D 56132 D Common Stock, par value $.01 per share 2013-05-15 4 S 0 1714 268.195 D 54418 D Common Stock, par value $.01 per share 2013-05-15 4 S 0 300 268.92 D 54118 D Common Stock, par value $.01 per share 13000 I In trust Common Stock, par value $.01 per share 212.949 I Held by the reporting person's Amazon.com. 401(k) plan account Restricted Stock Unit Award 0 2013-05-15 4 M 0 5000 0 D 2013-05-15 2016-02-15 Common Stock, par value $.01 per share 5000 35000 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 $267.68 and the lowest price at which shares were sold was $266.78. Represents the weighted average sale price. The highest price at which shares were sold was $268.72 and the lowest price at which shares were sold was $267.80. Represents the weighted average sale price. The highest price at which shares were sold was $269.02 and the lowest price at which shares were sold was $268.80. 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: 5,000 shares on each of May 15, 2013, August 15, 2013, November 15, 2013 and February 15, 2014 and 2,500 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, February 15, 2015, May 15, 2015, August 15, 2015, November 15, 2015 and February 15, 2016. 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. Exhibit 24 Power of Attorney /s/ by Michael D. Deal as attorney-in-fact for H. Brian Valentine, Senior Vice President 2013-05-17 EX-24 2 attach_1.htm VALENTINE POA

POWER OF ATTORNEY



      The undersigned hereby constitutes and appoints each of Michael D. Deal, Thomas J. Szkutak and David A. Zapolsky as the undersigned's true and lawful attorney-in-fact to:

(1) 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;

(2) 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 United States Securities and Exchange Commission and, to the extent required, with any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of 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 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 such attorney-in-fact may approve in such attorney-in-fact's discretion.



      The undersigned hereby grants to 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 such attorney-in-fact, or 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is 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 such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and 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 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 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 attorney-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 7th day of January, 2013.





_______/s/ H. Brian Valentine_________

H. Brian Valentine



109746 Amazon.com, Inc. Confidential



1097630 Amazon.com, Inc. Confidential