SEC Form 4 · accession 0001018724-16-000259
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, 2016
Accepted (ET)
May 17, 2016 · 6:41 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, 2016 | M | 451 | $0.00 | A | 2,826 | D | |
| Common Stock, par value $.01 per share | May 15, 2016 | M | 334 | $0.00 | A | 3,160 | D | |
| Common Stock, par value $.01 per share | May 15, 2016 | M | 524 | $0.00 | A | 3,684 | D | |
| Common Stock, par value $.01 per share | May 15, 2016 | M | 710 | $0.00 | A | 4,394 | D | |
| Common Stock, par value $.01 per shareF2 | May 16, 2016 | S | 400 | $701.3275 | D | 3,994 | D | |
| Common Stock, par value $.01 per shareF3 | May 16, 2016 | S | 600 | $702.3917 | D | 3,394 | D | |
| Common Stock, par value $.01 per shareF4 | May 16, 2016 | S | 507 | $704.4881 | D | 2,887 | D | |
| Common Stock, par value $.01 per shareF5 | May 16, 2016 | S | 212 | $705.4915 | D | 2,675 | D | |
| Common Stock, par value $.01 per share | May 16, 2016 | S | 100 | $706.77 | D | 2,575 | D | |
| Common Stock, par value $.01 per share | May 16, 2016 | S | 100 | $707.92 | D | 2,475 | D | |
| Common Stock, par value $.01 per share | May 16, 2016 | S | 100 | $710.05 | D | 2,375 | D | |
| Common Stock, par value $.01 per share | May 16, 2016 | G | 357 | $0.00 | D | 2,018 | D |
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 AwardF7,F8 | $0.00 | May 15, 2016 | M | 451 | D | May 15, 2013 | Feb 15, 2018 | Common Stock, par value $.01 per share | 451 | 5,359 | D |
| Restricted Stock Unit AwardF7,F9 | $0.00 | May 15, 2016 | M | 334 | D | May 15, 2014 | Feb 15, 2017 | Common Stock, par value $.01 per share | 334 | 1,001 | D |
| Restricted Stock Unit AwardF7,F10 | $0.00 | May 15, 2016 | M | 524 | D | May 15, 2014 | Feb 15, 2017 | Common Stock, par value $.01 per share | 524 | 1,572 | D |
| Restricted Stock Unit AwardF7,F11 | $0.00 | May 15, 2016 | M | 710 | D | May 15, 2015 | Feb 15, 2020 | Common Stock, par value $.01 per share | 710 | 14,821 | 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: 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.
- 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 $701.77 and the lowest price at which shares were sold was $700.91.
- F3Represents the weighted average sale price. The highest price at which shares were sold was $703.01 and the lowest price at which shares were sold was $702.05.
- F4Represents the weighted average sale price. The highest price at which shares were sold was $704.78 and the lowest price at which shares were sold was $703.98.
- F5Represents the weighted average sale price. The highest price at which shares were sold was $705.93 and the lowest price at which shares were sold was $705.04.
- F6Contribution to non-profit organization.
- F7Converts into Common Stock on a one-for-one basis.
- F8This 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.
- F9This 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.
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.