Sec Form 4 Filing - Reynolds Shelley @ AMAZON COM INC - 2015-05-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Reynolds Shelley
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
(Last) (First) (Middle)
P.O. BOX 81226
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2015
(Street)
SEATTLE, WA98108-1226
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/15/2015 M 162 A $ 0 6,151 D
Common Stock, par value $.01 per share 05/15/2015 M 541 A $ 0 6,692 D
Common Stock, par value $.01 per share 05/15/2015 M 15 A $ 0 6,707 D
Common Stock, par value $.01 per share 05/15/2015 S( 1 ) 18 D $ 425.99 6,689 D
Common Stock, par value $.01 per share 05/15/2015 S( 1 ) 400 D $ 427.5325 ( 2 ) 6,289 D
Common Stock, par value $.01 per share 05/15/2015 S( 1 ) 300 D $ 428.9133 ( 3 ) 5,989 D
Common Stock, par value $.01 per share 132.784 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 4 ) 05/15/2015 M 162 05/15/2014( 5 ) 02/15/2017 Common Stock, par value $.01 per share 162 $ 0 2,607 D
Restricted Stock Unit Award $ 0 ( 4 ) 05/15/2015 M 541 05/15/2014( 6 ) 02/15/2016 Common Stock, par value $.01 per share 541 $ 0 1,626 D
Restricted Stock Unit Award $ 0 ( 4 ) 05/15/2015 M 15 05/15/2015( 7 ) 02/15/2020 Common Stock, par value $.01 per share 15 $ 0 5,556 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reynolds Shelley
P.O. BOX 81226
SEATTLE, WA98108-1226
Vice President
Signatures
/s/ Shelley Reynolds, Vice President 05/18/2015
Signature of Reporting Person Date
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 $427.98 and the lowest price at which shares were sold was $427.13.
( 3 )Represents the weighted average sale price. The highest price at which shares were sold was $429.25 and the lowest price at which shares were sold was $428.41.
( 4 )Converts into Common Stock on a one-for-one basis.
( 5 )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: 180 shares on May 15, 2014; 179 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 162 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 531 shares on May 15, 2016; and 530 shares on each of August 15, 2016, November 15, 2016, and February 15, 2017.
( 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: 738 shares on each of May 15, 2014 and August 15, 2014; 739 shares on each of November 15, 2014 and February 15, 2015; 541 shares on May 15, 2015; and 542 shares on each of August 15, 2015, November 15, 2015, and February 15, 2016.
( 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: 15 shares on May 15, 2015; 16 shares on each of August 15, 2015, November 15, 2015, and February 15, 2016; 95 shares on each of May 15, 2016 and August 15, 2016; 96 shares on each of November 15, 2016 and February 15, 2017; 544 shares on each of May 15, 2017, August 15, 2017, November 15, 2017, and February 15, 2018; 419 shares on each of May 15, 2018 and August 15, 2018; 420 shares on each of November 15, 2018 and February 15, 2019; and 318 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.

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