SEC Form 4 · accession 0001018724-15-000057
AMAZON COM INC · AMZN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Zapolsky
Officer — Senior Vice President
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 6:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001018724
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per share | May 15, 2015 | M | 573 | $0.00 | A | 5,221 | D | |
| Common Stock, par value $.01 per share | May 15, 2015 | M | 363 | $0.00 | A | 5,584 | D | |
| Common Stock, par value $.01 per share | May 15, 2015 | M | 27 | $0.00 | A | 5,611 | D | |
| Common Stock, par value $.01 per share | May 15, 2015 | M | 722 | $0.00 | A | 6,333 | D | |
| Common Stock, par value $.01 per share | May 15, 2015 | M | 637 | $0.00 | A | 6,970 | D | |
| Common Stock, par value $.01 per shareF2 | May 15, 2015 | S | 422 | $426.5541 | D | 6,548 | D | |
| Common Stock, par value $.01 per shareF3 | May 15, 2015 | S | 900 | $427.5667 | D | 5,648 | D | |
| Common Stock, par value $.01 per shareF4 | May 15, 2015 | S | 800 | $428.6775 | D | 4,848 | D | |
| Common Stock, par value $.01 per shareF5 | May 15, 2015 | S | 200 | $429.435 | D | 4,648 | D | |
| Common Stock, par value $.01 per share | holding | — | — | — | 73 | I | Held by the reporting person's Amazon.com 401(k) plan account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit AwardF6,F7 | $0.00 | May 15, 2015 | M | 573 | D | May 15, 2013 | Feb 15, 2018 | Common Stock, par value $.01 per share | 573 | 7,529 | D |
| Restricted Stock Unit AwardF6,F8 | $0.00 | May 15, 2015 | M | 363 | D | May 15, 2014 | Feb 15, 2017 | Common Stock, par value $.01 per share | 363 | 2,422 | D |
| Restricted Stock Unit AwardF6,F9 | $0.00 | May 15, 2015 | M | 27 | D | May 15, 2014 | Feb 15, 2017 | Common Stock, par value $.01 per share | 27 | 2,176 | D |
| Restricted Stock Unit AwardF6,F10 | $0.00 | May 15, 2015 | M | 722 | D | May 15, 2014 | Feb 15, 2016 | Common Stock, par value $.01 per share | 722 | 2,168 | D |
| Restricted Stock Unit AwardF6,F11 | $0.00 | May 15, 2015 | M | 637 | D | May 15, 2015 | Feb 15, 2020 | Common Stock, par value $.01 per share | 637 | 17,442 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F10This award vests at the rate of: 957 shares on May 15, 2014; 958 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 722 shares on each of May 15, 2015 and August 15, 2015; and 723 shares on each of November 15, 2015 and February 15, 2016.
- F11This award vests upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 637 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 710 shares on each of May 15, 2016 and August 15, 2016; 711 shares on each of November 15, 2016 and February 15, 2017; 753 shares on May 15, 2017; 754 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; 1,367 shares on each of May 15, 2018 and August 15, 2018; 1,368 shares on each of November 15, 2018 and February 15, 2019; and 1,051 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020.
- F2Represents the weighted average sale price. The highest price at which shares were sold was $426.95 and the lowest price at which shares were sold was $425.96.
- F3Represents the weighted average sale price. The highest price at which shares were sold was $428.04 and the lowest price at which shares were sold was $427.14.
- F4Represents the weighted average sale price. The highest price at which shares were sold was $429.25 and the lowest price at which shares were sold was $428.33.
- F5Represents the weighted average sale price. The highest price at which shares were sold was $429.53 and the lowest price at which shares were sold was $429.34.
- F6Converts into Common Stock on a one-for-one basis.
- F7This award vests upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 604 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 603 shares on February 15, 2014; 866 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 573 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 451 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; 450 shares on February 15, 2017; 1,002 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; and 1,001 shares on February 15, 2018.
- F8This award vests at the rate of: 305 shares on each of May 15, 2014, August 15, 2014, and November 15, 2014; 303 shares on February 15, 2015; 363 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 361 shares on February 15, 2016; 334 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 333 shares on February 15, 2017.
- F9This award vests at the rate of: 17 shares on May 15, 2014; 16 shares on each of August 15, 2014, November 15, 2014, and February 15, 2015; 27 shares on each of May 15, 2015, August 15, 2015, and November 15, 2015; 26 shares on February 15, 2016; and 524 shares on each of May 15, 2016, August 15, 2016, November 15, 2016, and February 15, 2017.
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.