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Form 4 AMAZON COM INC For: Feb 15 Filed by: Zapolsky David

February 17, 2016 9:04 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 WA 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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 02/15/2016   M   573 A $ 0 2,948 D  
Common Stock, par value $.01 per share 02/15/2016   M   361 A $ 0 3,309 D  
Common Stock, par value $.01 per share 02/15/2016   M   26 A $ 0 3,335 D  
Common Stock, par value $.01 per share 02/15/2016   M   723 A $ 0 4,058 D  
Common Stock, par value $.01 per share 02/15/2016   M   637 A $ 0 4,695 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   183 D $ 513.796 (2) 4,512 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   100 D $ 516.05 4,412 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   219 D $ 517.6759 (3) 4,193 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   308 D $ 519.9429 (4) 3,885 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   200 D $ 521.455 (5) 3,685 D  
Common Stock, par value $.01 per share 02/16/2016   S (1)   200 D $ 522.84 (6) 3,485 D  
Common Stock, par value $.01 per share 02/16/2016   I (1)   72.554 D $ 521.0895 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Award $ 0 (7) 02/15/2016   M     573 05/15/2013 (8) 02/15/2018 Common Stock, par value $.01 per share 573.00 $ 0 5,810 D  
Restricted Stock Unit Award $ 0 (7) 02/15/2016   M     361 05/15/2014 (9) 02/15/2017 Common Stock, par value $.01 per share 361.00 $ 0 1,335 D  
Restricted Stock Unit Award $ 0 (7) 02/15/2016   M     26 05/15/2014 (10) 02/15/2017 Common Stock, par value $.01 per share 26.00 $ 0 2,096 D  
Restricted Stock Unit Award $ 0 (7) 02/15/2016   M     723 05/15/2014 (11) 02/15/2016 Common Stock, par value $.01 per share 723.00 $ 0 0 D  
Restricted Stock Unit Award $ 0 (7) 02/15/2016   M     637 05/15/2015 (12) 02/15/2020 Common Stock, par value $.01 per share 637.00 $ 0 15,531 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 $514.05 and the lowest price at which shares were sold was $513.49.
3. Represents the weighted average sale price. The highest price at which shares were sold was $518.05 and the lowest price at which shares were sold was $517.36.
4. Represents the weighted average sale price. The highest price at which shares were sold was $520.20 and the lowest price at which shares were sold was $519.60.
5. Represents the weighted average sale price. The highest price at which shares were sold was $521.87 and the lowest price at which shares were sold was $521.04.
6. Represents the weighted average sale price. The highest price at which shares were sold was $523.16 and the lowest price at which shares were sold was $522.52.
7. Converts into Common Stock on a one-for-one basis.
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.
9. This award vests at the rate of: 305 shares on each of May 15, 2014, August 15, 2014, and November 15, 2014; 303 shares on February 15, 2015; 363 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 361 shares on February 15, 2016; 334 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 333 shares on February 15, 2017.
10. This award vests at the rate of: 17 shares on May 15, 2014; 16 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 27 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 26 shares on February 15, 2016; and 524 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017.
11. This award vests at the rate of: 957 shares on May 15, 2014; 958 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 722 shares on each of May 15, 2015 and August 15, 2015; and 723 shares on each of November 15, 2015 and February 15, 2016.
12. 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: 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.
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 David Zapolsky, Senior Vice President, General Counsel & Secretary 02/17/2016
** 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).
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.

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