Statement of Changes in Beneficial Ownership (4)
24 Mai 2023 - 1:43AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Olsavsky Brian T |
2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC
[
AMZN
]
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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 and CFO |
(Last)
(First)
(Middle)
P.O. BOX 81226 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/21/2023 |
(Street)
SEATTLE, WA 98108-1226 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share | 5/21/2023 | | M | | 10600 | A | $0 | 59600 | D | |
Common Stock, par value $.01 per share | 5/21/2023 | | M | | 3940 | A | $0 | 63540 | D | |
Common Stock, par value $.01 per share | 5/21/2023 | | M | | 2260 | A | $0 | 65800 | D | |
Common Stock, par value $.01 per share | 5/22/2023 | | S(1) | | 16800 | D | $116.69 | 49000 | D | |
Common Stock, par value $.01 per share | | | | | | | | 1518.752 | I | Amazon.com 401(k) plan account |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (2) | 5/21/2023 | | M | | | 10600 | 5/21/2022 (3) | 2/21/2024 | Common Stock, par value $.01 per share | 10600 | $0 | 31860 | D | |
Restricted Stock Unit Award | $0 (2) | 5/21/2023 | | M | | | 3940 | 5/21/2022 (4) | 2/21/2026 | Common Stock, par value $.01 per share | 3940 | $0 | 92340 | D | |
Restricted Stock Unit Award | $0 (2) | 5/21/2023 | | M | | | 2260 | 5/21/2023 (5) | 2/21/2028 | Common Stock, par value $.01 per share | 2260 | $0 | 105540 | D | |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/21/2023. |
(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: 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. |
(4) | 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. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Olsavsky Brian T P.O. BOX 81226 SEATTLE, WA 98108-1226 |
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| Senior Vice President and CFO |
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Signatures
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/s/ by Mark F. Hoffman as attorney-in-fact for Brian T. Olsavsky, Senior Vice President and CFO | | 5/23/2023 |
**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 control number. |
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