Sec Form 4 Filing - Herrington Douglas J @ AMAZON COM INC - 2024-02-21

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 Herrington Douglas J 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) CEO Worldwide Amazon Stores (Last) (First) (Middle) P.O. BOX 81226 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2024 (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 02/21/2024 M 11,300 A $ 0 516,926 D Common Stock, par value $.01 per share 02/21/2024 M 4,920 A $ 0 521,846 D Common Stock, par value $.01 per share 02/21/2024 M 7,500 A $ 0 529,346 D Common Stock, par value $.01 per share 02/21/2024 S( 1 ) 9,488 D $ 168.97 519,858 D Common Stock, par value $.01 per share 6,564.322 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 (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 ( 2 ) 02/21/2024 M 11,300 05/21/2022( 3 ) 02/21/2024 Common Stock, par value $.01 per share 11,300 $ 0 0 D Restricted Stock Unit Award $ 0 ( 2 ) 02/21/2024 M 4,920 05/21/2022( 4 ) 02/21/2026 Common Stock, par value $.01 per share 4,920 $ 0 89,660 D Restricted Stock Unit Award $ 0 ( 2 ) 02/21/2024 M 7,500 05/21/2023( 5 ) 02/21/2027 Common Stock, par value $.01 per share 7,500 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Herrington Douglas J P.O. BOX 81226 SEATTLE, WA98108-1226 CEO Worldwide Amazon Stores Signatures /s/ by Mark F. Hoffman as attorney-in-fact for Douglas J. Herrington, CEO Worldwide Amazon Stores 02/23/2024 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 on 11/06/2023. ( 2 )Converts into Common Stock on a one-for-one basis. ( 3 )This award vests based upon the following vesting schedule: 14,640 shares on each of May 21, 2022 and August 21, 2022; 14,660 shares on each of November 21, 2022 and February 21, 2023; 11,280 shares on May 21, 2023; and 11,300 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024. ( 4 )This award vests based upon the following vesting schedule: 3,980 shares on each of May 21, 2022, August 21, 2022, November 21, 2022, and February 21, 2023; 4,900 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 4,920 shares on February 21, 2024; 12,640 shares on May 21, 2024; 12,660 shares on each of August 21, 2024, November 21, 2024, and February 21, 2025; and 9,760 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026. ( 5 )This award vests based upon the following vesting schedule: 7,500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, February 21, 2024, May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027.

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).

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