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Sec Form 4 Filing - Zapolsky David @ AMAZON COM INC - 2018-02-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Zapolsky David
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
(Last)
(First)
(Middle)
P.O. BOX 81226
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2018
(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 02/15/2018 M 1,001 A $ 0 2,577 D
Common Stock, par value $.01 per share 02/15/2018 M 754 A $ 0 3,331 D
Common Stock, par value $.01 per share 02/15/2018 M 578 A $ 0 3,909 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 100 D $ 1,451.64 3,809 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 200 D $ 1,455.655 ( 2 ) 3,609 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 100 D $ 1,458.5 3,509 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 692 D $ 1,460.5381 ( 3 ) 2,817 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 300 D $ 1,462.61 ( 4 ) 2,517 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 100 D $ 1,463.52 2,417 D
Common Stock, par value $.01 per share 02/15/2018 S( 1 ) 724 D $ 1,466.827 ( 5 ) 1,693 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 (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 ( 6 ) 02/15/2018 M 1,001 05/15/2013( 7 ) 02/15/2018 Common Stock, par value $.01 per share 1,001 $ 0 0 D
Restricted Stock Unit Award $ 0 ( 6 ) 02/15/2018 M 754 05/15/2015( 8 ) 02/15/2020 Common Stock, par value $.01 per share 754 $ 0 9,674 D
Restricted Stock Unit Award $ 0 ( 6 ) 02/15/2018 M 578 05/15/2017( 9 ) 02/15/2022 Common Stock, par value $.01 per share 578 $ 0 15,247 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zapolsky David
P.O. BOX 81226
SEATTLE, WA98108-1226
Senior Vice President
Signatures
/s/ David Zapolsky, Senior Vice President, General Counsel & Secretary 02/16/2018
** 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 $1,455.66 and the lowest price at which shares were sold was $1,455.65.
( 3 )Represents the weighted average sale price. The highest price at which shares were sold was $1,460.99 and the lowest price at which shares were sold was $1,460.03.
( 4 )Represents the weighted average sale price. The highest price at which shares were sold was $1,462.99 and the lowest price at which shares were sold was $1,462.04.
( 5 )Represents the weighted average sale price. The highest price at which shares were sold was $1,467.04 and the lowest price at which shares were sold was $1,466.78.
( 6 )Converts into Common Stock on a one-for-one basis.
( 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: 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.
( 8 )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.
( 9 )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.Exhibit 24Power of Attorney

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.