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 *

Herrington Douglas J
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 Worldwide Amazon Stores
(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)

 
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)
Rule 10b5-1(c) Transaction Indication
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.

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 5/21/2023  M  11280 A$0 569373 D  
Common Stock, par value $.01 per share 5/21/2023  M  4900 A$0 574273 D  
Common Stock, par value $.01 per share 5/21/2023  M  7500 A$0 581773 D  
Common Stock, par value $.01 per share 5/22/2023  S(1)  3152 D$114.9489 (2)578621 D  
Common Stock, par value $.01 per share 5/22/2023  S(1)  5320 D$115.743 (3)573301 D  
Common Stock, par value $.01 per share 5/22/2023  S(1)  1000 D$116.538 (4)572301 D  
Common Stock, par value $.01 per share         6551.664 I 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit Award $0 (5)5/21/2023  M     11280  5/21/2022 (6)2/21/2024 Common Stock, par value $.01 per share 11280 $0 33900 D  
Restricted Stock Unit Award $0 (5)5/21/2023  M     4900  5/21/2022 (7)2/21/2026 Common Stock, par value $.01 per share 4900 $0 104380 D  
Restricted Stock Unit Award $0 (5)5/21/2023  M     7500  5/21/2023 (8)2/21/2027 Common Stock, par value $.01 per share 7500 $0 52500 D  

Explanation of Responses:
(1) This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/23/2022.
(2) Represents the weighted average sale price. The highest price at which shares were sold was $115.31 and the lowest price at which shares were sold was $114.32.
(3) Represents the weighted average sale price. The highest price at which shares were sold was $116.28 and the lowest price at which shares were sold was $115.32.
(4) Represents the weighted average sale price. The highest price at which shares were sold was $116.70 and the lowest price at which shares were sold was $116.33.
(5) Converts into Common Stock on a one-for-one basis.
(6) This award vests based upon the following vesting schedule: 14,640 shares on each of May 21, 2022 and August 21, 2022; 14,660 shares on each of November 21, 2022 and February 21, 2023; 11,280 shares on May 21, 2023; and 11,300 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024.
(7) This award vests based upon the following vesting schedule: 3,980 shares on each of May 21, 2022, August 21, 2022, November 21, 2022, and February 21, 2023; 4,900 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 4,920 shares on February 21, 2024; 12,640 shares on May 21, 2024; 12,660 shares on each of August 21, 2024, November 21, 2024, and February 21, 2025; and 9,760 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026.
(8) This award vests based upon the following vesting schedule: 7,500 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, February 21, 2024, May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027.

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
Director10% OwnerOfficerOther
Herrington Douglas J
P.O. BOX 81226
SEATTLE, WA 98108-1226


CEO Worldwide Amazon Stores

Signatures
/s/ by Mark F. Hoffman as attorney-in-fact for Douglas J. Herrington, CEO Worldwide Amazon Stores5/23/2023
**Signature of Reporting PersonDate


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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