Sec Form 4 Filing - DOERR L JOHN @ AMAZON COM INC - 2009-11-06

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 DOERR L JOHN 2. Issuer Name and Ticker or Trading Symbol AMAZON COM INC [ AMZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS, 2750 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2009 (Street) MENLO PARK, CA94025 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 11/06/2009 M 2,333 A $ 0 2,924,962 D Common Stock, par value $.01 per share 11/06/2009 S 11,454 D $ 126.0426 ( 1 ) 0 I By KPCB Information Sciences Zaibatsu Fund II, L.P., a California limited partnership ( 2 )

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 $ 0 ( 3 ) 11/06/2009 M 2,333 11/06/2008( 4 ) 11/06/2010 Common Stock, par value $.01 per share 2,333 $ 0 2,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOERR L JOHN C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ L. John Doerr, Director 11/10/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price. The highest price at which shares were sold was $126.27 and the lowest price at which shares were sold was $125.93. 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. ( 2 )Mr. Doerr is a general partner of KPCB VII Associates, L.P., a California limited partnership, which is the general partner of KPCB Information Sciences Zaibatsu Fund II, L.P. Mr. Doerr disclaims beneficial ownership of shares of the issuer's common stock held directly by KPCB Information Sciences Zaibatsu Fund II, L.P., except to the extent of any indirect pecuniary interest in his distributive shares therein. ( 3 )Converts into Common Stock on a one-for-one basis. ( 4 )Subject to the reporting person's continued service as a director of the issuer, this award will vest and convert into shares of Common Stock of the issuer at the rate of 2,334 shares on November 6, 2008, and an additional 2,333 shares on November 6, 2009 and November 6, 2010.

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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