SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Zapolsky David

(Last) (First) (Middle)
P.O. BOX 81226

(Street)
SEATTLE WA 98108-1226

(City) (State) (Zip)
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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/21/2023 M 10,620 A $0 72,200 D
Common Stock, par value $.01 per share 11/21/2023 M 3,940 A $0 76,140 D
Common Stock, par value $.01 per share 11/21/2023 M 2,240 A $0 78,380 D
Common Stock, par value $.01 per share 11/21/2023 S(1) 5,920 D $143.0767(2) 72,460 D
Common Stock, par value $.01 per share 11/21/2023 S(1) 800 D $143.7138(3) 71,660 D
Common Stock, par value $.01 per share 11/22/2023 S(1) 18,440 D $145 53,220 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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(4) 11/21/2023 M 10,620 05/21/2022(5) 02/21/2024 Common Stock, par value $.01 per share 10,620 $0 10,620 D
Restricted Stock Unit Award $0(4) 11/21/2023 M 3,940 05/21/2022(6) 02/21/2026 Common Stock, par value $.01 per share 3,940 $0 84,460 D
Restricted Stock Unit Award $0(4) 11/21/2023 M 2,240 05/21/2023(7) 02/21/2028 Common Stock, par value $.01 per share 2,240 $0 101,060 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/10/2022.
2. Represents the weighted average sale price. The highest price at which shares were sold was $143.55 and the lowest price at which shares were sold was $142.57.
3. Represents the weighted average sale price. The highest price at which shares were sold was $143.76 and the lowest price at which shares were sold was $143.57.
4. Converts into Common Stock on a one-for-one basis.
5. This award vests based upon the following vesting schedule and the satisfaction of certain business criteria: 13,760 shares on each of May 21, 2022 and August 21, 2022; 13,780 shares on each of November 21, 2022 and February 21, 2023; 10,600 shares on May 21, 2023; and 10,620 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024.
6. This award vests based upon the following vesting schedule: 2,960 shares on each of May 21, 2022, August 21, 2022, and November 21, 2022; 2,980 shares on February 21, 2023; 3,940 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 11,360 shares on each of May 21, 2024, August 21, 2024, and November 21, 2024; 11,380 shares on February 21, 2025; 8,760 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; and 8,780 shares on February 21, 2026.
7. This award vests based upon the following vesting schedule: 2,260 shares on May 21, 2023; 2,240 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024; 3,240 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 3,940 shares on each of May 21, 2025, August 21, 2025, and November 21, 2025; 3,920 shares on February 21, 2026; 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028.
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.
/s/ by Mark F. Hoffman as attorney-in-fact for David Zapolsky, Senior Vice President, Global Public Policy & General Counsel 11/24/2023
** 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 Number.

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