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^*

Zapolsky David

(Last)

(First)

(Middle)

PO 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)
02/15/2014

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	02/15/2014		M		1,142	A	$0	1,142	D
Common Stock, par value $.01 per share	02/15/2014		M		483	A	$0	1,625	D
Common Stock, par value $.01 per share	02/15/2014		M		603	A	$0	2,228	D
Common Stock, par value $.01 per share	02/18/2014		S⁽¹⁾		383	D	$350.4801⁽²⁾	1,845	D
Common Stock, par value $.01 per share	02/18/2014		S⁽¹⁾		359	D	$352.4868⁽³⁾	1,486	D
Common Stock, par value $.01 per share	02/18/2014		S⁽¹⁾		300	D	$353.5367⁽⁴⁾	1,186	D
Common Stock, par value $.01 per share	02/18/2014		S⁽¹⁾		100	D	$354.3	1,086	D
Common Stock, par value $.01 per share								67.498	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⁽⁵⁾	02/15/2014		M			1,142	05/15/2012⁽⁶⁾	02/15/2014	Common Stock, par value $.01 per share	1,142	$0	0	D
Restricted Stock Unit Award	$0⁽⁵⁾	02/15/2014		M			483	05/15/2011⁽⁷⁾	02/15/2014	Common Stock, par value $.01 per share	483	$0	0	D
Restricted Stock Unit Award	$0⁽⁵⁾	02/15/2014		M			603	05/15/2013⁽⁸⁾	02/15/2018	Common Stock, par value $.01 per share	603	$0	11,566	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 $350.82 and the lowest price at which shares were sold was $350.10.

3. Represents the weighted average sale price. The highest price at which shares were sold was $352.79 and the lowest price at which shares were sold was $352.24.

4. Represents the weighted average sale price. The highest price at which shares were sold was $353.76 and the lowest price at which shares were sold was $353.24.

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

6. This award vested at the rate of 1,517 shares on each of May 15, 2012, August 15, 2012, and November 15, 2012; 1,518 shares on February 15, 2013; 1,141 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; and 1,142 shares on February 15, 2014.

7. This award vested at the rate of 37 shares on each of May 15, 2011, August 15, 2011, and November 15, 2011; 35 shares on February 15, 2012; 603 shares on each of May 15, 2012, August 15, 2012, November 15, 2012, and February 15, 2013; and 483 shares on each of May 15, 2013, August 15, 2013, November 15, 2013, and February 15, 2014.

8. This award vests 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.

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. Exhibit 24 Power of Attorney

	/s/ by Michael D.Deal as attorney-in-fact for David Zapolsky, Vice President, General Counsel & Secretary	02/19/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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