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 *

Jassy Andrew R
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 Amazon Web Services
(Last)          (First)          (Middle)

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

2/15/2017
(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   2/15/2017     M    5489   A $0   76814   D    
Common Stock, par value $.01 per share   2/15/2017     S (1)    200   D $833.44   76614   D    
Common Stock, par value $.01 per share   2/15/2017     S (1)    241   D $834.8286   (2) 76373   D    
Common Stock, par value $.01 per share   2/15/2017     S (1)    500   D $838.562   (3) 75873   D    
Common Stock, par value $.01 per share   2/15/2017     S (1)    966   D $839.7152   (4) 74907   D    
Common Stock, par value $.01 per share   2/15/2017     S (1)    399   D $840.513   (5) 74508   D    
Common Stock, par value $.01 per share                  486.629   I   Held by the reporting person's Amazon.com 401(k) plan account  

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
Restricted Stock Unit Award   $0.0   (6) 2/15/2017     M         5489    5/15/2013   (7) 2/15/2018   Common Stock, par value $.01 per share   5489.0   $0   16922   D    

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 $834.99 and the lowest price at which shares were sold was $834.68.
( 3)  Represents the weighted average sale price. The highest price at which shares were sold was $838.94 and the lowest price at which shares were sold was $838.01.
( 4)  Represents the weighted average sale price. The highest price at which shares were sold was $840.04 and the lowest price at which shares were sold was $839.23.
( 5)  Represents the weighted average sale price. The highest price at which shares were sold was $840.85 and the lowest price at which shares were sold was $840.30.
( 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: 1,547 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 1,546 shares on February 15, 2014; 2,334 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 1,280 shares on each of May 15, 2015 and August 15, 2015; 1,279 shares on each of November 15, 2015 and February 15, 2016; 5,489 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017; 4,231 shares on each of May 15, 2017 and August 15, 2017; and 4,230 shares on each of November 15, 2017 and February 15, 2018.

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
Jassy Andrew R
P.O. BOX 81226
SEATTLE, WA 98108-1226


CEO Amazon Web Services

Signatures
/s/ Andrew R. Jassy, CEO Amazon Web Services 2/16/2017
** 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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