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

February 20, 2019 6:08 PM
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)
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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019
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 02/15/2019 M 1,368 A $ 0 3,204 D
Common Stock, par value $.01 per share 02/15/2019 M 662 A $ 0 3,866 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 100 D $ 1,611.62 3,766 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 200 D $ 1,613.475 (2) 3,566 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 100 D $ 1,614.6 3,466 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 115 D $ 1,616.0591 (3) 3,351 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 100 D $ 1,618.45 3,251 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 100 D $ 1,623.17 3,151 D
Common Stock, par value $.01 per share 02/15/2019 S (1) 300 D $ 1,627.7967 (4) 2,851 D
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 (5) 02/15/2019 M 1,368 05/15/2015 (6) 02/15/2020 Common Stock, par value $.01 per share 1,368.00 $ 0 4,204 D
Restricted Stock Unit Award $ 0 (5) 02/15/2019 M 662 05/15/2017 (7) 02/15/2022 Common Stock, par value $.01 per share 662.00 $ 0 12,601 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 $1,613.81 and the lowest price at which shares were sold was $1,613.14.
3. Represents the weighted average sale price. The highest price at which shares were sold was $1,616.10 and the lowest price at which shares were sold was $1,615.78.
4. Represents the weighted average sale price. The highest price at which shares were sold was $1,627.86 and the lowest price at which shares were sold was $1,627.67.
5. Converts into Common Stock on a one-for-one basis.
6. 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.
7. 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.
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 Mark F. Hoffman as attorney-in-fact for David Zapolsky, Senior Vice President, General Counsel & Secretary 02/19/2019
** 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.
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