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)
11/15/2021
(Street)
SEATTLE, WA 98108-1226
(City)       (State)       (Zip)
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

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  11/15/2021    M    2153  A $0  88988  D   
Common Stock, par value $.01 per share  11/15/2021    S(1)    124  D $3533.1371 (2) 88864  D   
Common Stock, par value $.01 per share  11/15/2021    S(1)    224  D $3535.0426 (3) 88640  D   
Common Stock, par value $.01 per share  11/15/2021    S(1)    300  D $3536.1867 (4) 88340  D   
Common Stock, par value $.01 per share  11/15/2021    S(1)    200  D $3537.06 (5) 88140  D   
Common Stock, par value $.01 per share                 3275  I  In trust 
Common Stock, par value $.01 per share                 491.41  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 (6) 11/15/2021    M        2153   5/15/2017 (7) 2/15/2022  Common Stock, par value $.01 per share  2153  $0  2154  D   

Explanation of Responses:
(1)  This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2)  Represents the weighted average sale price. The highest price at which shares were sold was $3,533.50 and the lowest price at which shares were sold was $3,533.05.
(3)  Represents the weighted average sale price. The highest price at which shares were sold was $3,535.17 and the lowest price at which shares were sold was $3,534.22.
(4)  Represents the weighted average sale price. The highest price at which shares were sold was $3,536.43 and the lowest price at which shares were sold was $3,535.91.
(5)  Represents the weighted average sale price. The highest price at which shares were sold was $3,537.10 and the lowest price at which shares were sold was $3,537.02.
(6)  Converts into Common Stock on a one-for-one basis.
(7)  This award vests based 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: 494 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; 495 shares on February 15, 2018; 952 shares on each of May 15, 2018, August 15, 2018, November 15, 2018, and February 15, 2019; 1,138 shares on May 15, 2019; 1,139 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.

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 11/17/2021
**Signature of Reporting Person Date
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