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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BEZOS JEFFREY P
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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, CEO and President
(Last)          (First)          (Middle)

P.O. BOX 81226
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2016
(Street)

SEATTLE, WA 98108-1226
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/3/2016     S (1)    74503   (2) D $673.8415   82839882   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    152379   (3) D $674.7531   82687503   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    40277   (4) D $675.6285   82647226   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    49763   (5) D $676.6944   82597463   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    67683   (6) D $677.6621   82529780   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    11311   (7) D $678.7377   82518469   D    
Common Stock, par value $.01 per share   5/3/2016     S (1)    2265   (8) D $679.496   82516204   D    
Common Stock, par value $.01 per share   5/3/2016     G   V 741   D $0   82515463   D    
Common Stock, par value $.01 per share   5/3/2016     G (9)   V 2962   D $0   82512501   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    13034   (10) D $662.6453   82499467   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    7288   (11) D $664.5881   82492179   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    55298   (12) D $666.0706   82436881   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    174971   (13) D $667.0632   82261910   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    41843   (14) D $667.9339   82220067   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    50592   (15) D $668.9279   82169475   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    40670   (16) D $669.7722   82128805   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    6797   (17) D $671.0108   82122008   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    7488   (18) D $671.8944   82114520   D    
Common Stock, par value $.01 per share   5/4/2016     S (1)    200   D $672.56   82114320   D    
Common Stock, par value $.01 per share   5/4/2016     G (9)   V 179   D $0   82114141   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    33211   (19) D $667.0052   82080930   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    25250   (20) D $668.1129   82055680   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    41118   (21) D $669.1741   82014562   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    31164   (22) D $670.0697   81983398   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    6085   (23) D $670.9863   81977313   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    4763   (24) D $671.86   81972550   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    26999   (25) D $673.0678   81945551   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    16595   (26) D $674.2802   81928956   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    17487   (27) D $674.8208   81911469   D    
Common Stock, par value $.01 per share   5/5/2016     S (1)    966   (28) D $676.1866   81910503   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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 $674.16 and the lowest price at which shares were sold was $673.17.
( 3)  Represents the weighted average sale price. The highest price at which shares were sold was $675.15 and the lowest price at which shares were sold was $674.17.
( 4)  Represents the weighted average sale price. The highest price at which shares were sold was $676.19 and the lowest price at which shares were sold was $675.21.
( 5)  Represents the weighted average sale price. The highest price at which shares were sold was $677.21 and the lowest price at which shares were sold was $676.23.
( 6)  Represents the weighted average sale price. The highest price at which shares were sold was $678.30 and the lowest price at which shares were sold was $677.32.
( 7)  Represents the weighted average sale price. The highest price at which shares were sold was $679.21 and the lowest price at which shares were sold was $678.32.
( 8)  Represents the weighted average sale price. The highest price at which shares were sold was $680.05 and the lowest price at which shares were sold was $679.46.
( 9)  Contributions to non-profit organizations.
( 10)  Represents the weighted average sale price. The highest price at which shares were sold was $663.19 and the lowest price at which shares were sold was $662.48.
( 11)  Represents the weighted average sale price. The highest price at which shares were sold was $665.02 and the lowest price at which shares were sold was $664.05.
( 12)  Represents the weighted average sale price. The highest price at which shares were sold was $666.53 and the lowest price at which shares were sold was $665.55.
( 13)  Represents the weighted average sale price. The highest price at which shares were sold was $667.54 and the lowest price at which shares were sold was $666.55.
( 14)  Represents the weighted average sale price. The highest price at which shares were sold was $668.54 and the lowest price at which shares were sold was $667.55.
( 15)  Represents the weighted average sale price. The highest price at which shares were sold was $669.50 and the lowest price at which shares were sold was $668.55.
( 16)  Represents the weighted average sale price. The highest price at which shares were sold was $670.54 and the lowest price at which shares were sold was $669.55.
( 17)  Represents the weighted average sale price. The highest price at which shares were sold was $671.36 and the lowest price at which shares were sold was $670.55.
( 18)  Represents the weighted average sale price. The highest price at which shares were sold was $672.47 and the lowest price at which shares were sold was $671.56.
( 19)  Represents the weighted average sale price. The highest price at which shares were sold was $667.50 and the lowest price at which shares were sold was $666.51.
( 20)  Represents the weighted average sale price. The highest price at which shares were sold was $668.50 and the lowest price at which shares were sold was $667.51.
( 21)  Represents the weighted average sale price. The highest price at which shares were sold was $669.51 and the lowest price at which shares were sold was $668.52.
( 22)  Represents the weighted average sale price. The highest price at which shares were sold was $670.50 and the lowest price at which shares were sold was $669.52.
( 23)  Represents the weighted average sale price. The highest price at which shares were sold was $671.52 and the lowest price at which shares were sold was $670.53.
( 24)  Represents the weighted average sale price. The highest price at which shares were sold was $672.51 and the lowest price at which shares were sold was $671.53.
( 25)  Represents the weighted average sale price. The highest price at which shares were sold was $673.50 and the lowest price at which shares were sold was $672.55.
( 26)  Represents the weighted average sale price. The highest price at which shares were sold was $674.59 and the lowest price at which shares were sold was $673.61.
( 27)  Represents the weighted average sale price. The highest price at which shares were sold was $675.54 and the lowest price at which shares were sold was $674.63.
( 28)  Represents the weighted average sale price. The highest price at which shares were sold was $676.46 and the lowest price at which shares were sold was $675.68.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BEZOS JEFFREY P
P.O. BOX 81226
SEATTLE, WA 98108-1226
X X Chairman, CEO and President

Signatures
/s/ PAUL DAUBER, attorney-in-fact for Jeffrey P. Bezos, Chairman of the Board, Chief Executive Officer and President 5/5/2016
** Signature of Reporting Person Date


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 control number.
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