Vice President Reynolds Shelley converted options into 5,471 shares and sold $1,965,107 worth of shares (8,833 units at $222.47), decreasing direct ownership by 3% to 119,780 units (SEC Form 4)
$AMZN
Catalog/Specialty Distribution
Consumer Discretionary
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMAZON COM INC [ AMZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/21/2025 | M | 2,360 | A | $0 | 125,502 | D | |||
| Common Stock, par value $.01 per share | 02/21/2025 | M | 340 | A | $0 | 125,842 | D | |||
| Common Stock, par value $.01 per share | 02/21/2025 | M | 2,771 | A | $0 | 128,613 | D | |||
| Common Stock, par value $.01 per share | 02/21/2025 | S(1) | 1,933 | D | $221.4221(2) | 126,680 | D | |||
| Common Stock, par value $.01 per share | 02/21/2025 | S(1) | 2,900 | D | $222.2497(3) | 123,780 | D | |||
| Common Stock, par value $.01 per share | 02/21/2025 | S(1) | 4,000 | D | $223.1435(4) | 119,780 | D | |||
| Common Stock, par value $.01 per share | 2,655.72 | I | Amazon.com 401(k) plan account | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(5) | 02/21/2025 | M | 2,360 | 05/21/2022(6) | 02/21/2026 | Common Stock, par value $.01 per share | 2,360 | $0 | 7,180 | D | ||||
| Restricted Stock Unit Award | $0(5) | 02/21/2025 | M | 340 | 05/21/2023(7) | 02/21/2028 | Common Stock, par value $.01 per share | 340 | $0 | 14,860 | D | ||||
| Restricted Stock Unit Award | $0(5) | 02/21/2025 | M | 2,771 | 08/21/2024(8) | 02/21/2030 | Common Stock, par value $.01 per share | 2,771 | $0 | 17,332 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/07/2024. |
| 2. Represents the weighted average sale price. The highest price at which shares were sold was $221.96 and the lowest price at which shares were sold was $220.99. |
| 3. Represents the weighted average sale price. The highest price at which shares were sold was $222.74 and the lowest price at which shares were sold was $221.99. |
| 4. Represents the weighted average sale price. The highest price at which shares were sold was $223.28 and the lowest price at which shares were sold was $223.14. |
| 5. Converts into Common Stock on a one-for-one basis. |
| 6. This award vests based upon the following vesting schedule: 1,140 shares on May 21, 2022; 1,160 shares on each of August 21, 2022, November 21, 2022, and February 21, 2023; 1,260 shares on each of May 21, 2023, August 21, 2023, November 21, 2023, and February 21, 2024; 2,340 shares on each of May 21, 2024 and August 21, 2024; 2,360 shares on each of November 21, 2024 and February 21, 2025; 1,780 shares on May 21, 2025; and 1,800 shares on each of August 21, 2025, November 21, 2025, and February 21, 2026. |
| 7. This award vests based upon the following vesting schedule: 80 shares on each of May 21, 2023, August 21, 2023, and November 21, 2023; 60 shares on February 21, 2024; 360 shares on each of May 21, 2024 and August 21, 2024; 340 shares on each of November 21, 2024 and February 21, 2025; 560 shares on each of May 21, 2025 and August 21, 2025; 540 shares on each of November 21, 2025 and February 21, 2026; 1,820 shares on May 21, 2026; 1,800 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; and 1,360 shares on each of May 21, 2027, August 21, 2027, November 21, 2027, and February 21, 2028. |
| 8. This award vests based upon the following vesting schedule: 2,772 shares on each of August 21, 2024 and November 21, 2024; 2,771 shares on February 21, 2025; 355 shares on each of May 21, 2025, August 21, 2025, November 21, 2025, and February 21, 2026; 543 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 542 shares on February 21, 2027; 682 shares on each of May 21, 2027 and August 21, 2027; 681 shares on each of November 21, 2027 and February 21, 2028; 1,569 shares on each of May 21, 2028, August 21, 2028, November 21, 2028, and February 21, 2029; 1,185 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 1,184 shares on February 21, 2030. |
| 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 Shelley Reynolds, Vice President | 02/25/2025 | |
| ** 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. | ||