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Form 4 AMAZON COM INC For: May 21 Filed by: Reynolds Shelley

May 24, 2022 4:42 PM EDT
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 *
Reynolds Shelley

(Last) (First) (Middle)
P.O. 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)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2022
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 05/21/2022   M   116 A $ 0 6,105 D  
Common Stock, par value $.01 per share 05/21/2022   M   57 A $ 0 6,162 D  
Common Stock, par value $.01 per share 05/23/2022   S (1)   173 D $ 2,169.22 5,989 D  
Common Stock, par value $.01 per share               132.786 I 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 (2) 05/21/2022   M     116 05/21/2022 (3) 02/21/2024 Common Stock, par value $.01 per share 116 $ 0 704 D  
Restricted Stock Unit Award $ 0 (2) 05/21/2022   M     57 05/21/2022 (4) 02/21/2026 Common Stock, par value $.01 per share 57 $ 0 1,255 D  
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. Converts into Common Stock on a one-for-one basis.
3. This award vests based upon the following vesting schedule and the satisfaction of certain business criteria: 116 shares on each of May 21, 2022 and August 21, 2022; 117 shares on each of November 21, 2022 and February 21, 2023; 88 shares on each of May 21, 2023 and August 21, 2023; and 89 shares on each of November 21, 2023 and February 21, 2024.
4. This award vests based upon the following vesting schedule: 57 shares on May 21, 2022; 58 shares on each of August 21, 2022, November 21, 2022, and February 21, 2023; 63 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 117 shares on each of May 21, 2024 and August 21, 2024; 118 shares on each of November 21, 2024 and February 21, 2025; 89 shares on May 21, 2025; and 90 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026.
/s/ by Mark F. Hoffman as attorney-in-fact for Shelley Reynolds, Vice President 05/24/2022
** 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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