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)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(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    25000  A $0  1989506  D   
Common Stock, par value $.01 per share  5/21/2023    M    20100  A $0  2009606  D   
Common Stock, par value $.01 per share  5/21/2023    M    10000  A $0  2019606  D   
Common Stock, par value $.01 per share  5/22/2023    S(1)    10258  D $114.8227 (2) 2009348  D   
Common Stock, par value $.01 per share  5/22/2023    S(1)    9840  D $115.7306 (3) 1999508  D   
Common Stock, par value $.01 per share  5/22/2023    S(1)    1827  D $116.4783 (4) 1997681  D   
Common Stock, par value $.01 per share                 65500  I  In trust 
Common Stock, par value $.01 per share                 9867.998  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 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 (5) 5/21/2023    M        25000   5/21/2021 (6) 2/21/2024  Common Stock, par value $.01 per share  25000  $0  75000  D   
Restricted Stock Unit Award  $0 (5) 5/21/2023    M        20100   5/21/2023 (7) 2/21/2024  Common Stock, par value $.01 per share  20100  $0  60360  D   
Restricted Stock Unit Award  $0 (5) 5/21/2023    M        10000   5/21/2023 (8) 2/21/2031  Common Stock, par value $.01 per share  10000  $0  1210000  D   

Explanation of Responses:
(1)  This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/08/2022.
(2)  Represents the weighted average sale price. The highest price at which shares were sold was $115.29 and the lowest price at which shares were sold was $114.30.
(3)  Represents the weighted average sale price. The highest price at which shares were sold was $116.16 and the lowest price at which shares were sold was $115.30.
(4)  Represents the weighted average sale price. The highest price at which shares were sold was $116.76 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 and the satisfaction of certain business criteria: 25,000 shares on each of May 21, 2021, August 21, 2021, November 21, 2021, February 21, 2022, May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024.
(7)  This award vests based upon the following vesting schedule and the satisfaction of certain business criteria: 20,100 shares on May 21, 2023; and 20,120 shares on each of August 21, 2023, November 21, 2023, and February 21, 2024.
(8)  This award vests based upon the following vesting schedule: 10,000 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 20,000 shares on each of May 21, 2024, August 21, 2024, November 21, 2024, and February 21, 2025; 25,000 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; and 50,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031.

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		 X
President and CEO

Signatures
/s/ by Mark F. Hoffman as attorney-in-fact for Andrew R. Jassy, President and CEO 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.
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