Sec Form 4 Filing - Reynolds Shelley @ AMAZON COM INC - 2022-05-21

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 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) 05/21/2022 (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 05/21/2022 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 (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 UnitAward $ 0( 2 ) 05/21/2022 M 116 05/21/2022( 3 ) 02/21/2024 Common Stock,par value $.01per share 116 $ 0 704 D Restricted Stock UnitAward $ 0( 2 ) 05/21/2022 M 57 05/21/2022( 4 ) 02/21/2026 Common Stock,par value $.01per share 57 $ 0 1,255 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/ by Mark F. Hoffman as attorney-in-fact for Shelley Reynolds, Vice President 05/24/2022 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 )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.

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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