SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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^*

JAMES HAMILTON E

(Last)

(First)

(Middle)

C/O BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [ COST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/27/2018		P4	413⁽¹⁾	A	⁽¹⁾	413	I	By Family Trust I
Common Stock	12/28/2018		S4	183⁽²⁾	D	⁽²⁾	230	I	By Family Trust I
Common Stock	09/27/2018		P4	416⁽³⁾	A	⁽³⁾	416	I	By Family Trust II
Common Stock	12/28/2018		S4	186⁽⁴⁾	D	⁽⁴⁾	230	I	By Family Trust II
Common Stock	09/27/2018		P4	416⁽⁵⁾	A	⁽⁵⁾	416	I	By Family Trust III
Common Stock	12/28/2018		S4	186⁽⁴⁾	D	⁽⁴⁾	230	I	By Family Trust III
Common Stock	01/07/2022		P4	461⁽⁶⁾	A	⁽⁶⁾	461	I	By Family Trust IV
Common Stock							41,803	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The amount shown represents 5 separate purchases as follows: 186 shares on September 27, 2018 at $234.03; 63 shares on October 26, 2018 at $218.27; 56 shares on January 28, 2019 at $210.86; 51 shares on June 28, 2019 at $264.36; and 57 shares on April 2, 2020 at $288.79. Such purchases were inadvertently omitted from the reporting person's previously filed Forms 4.

2. The amount shown represents a sale of 183 shares on December 28, 2018 at $202.38 per share. Such sale was inadvertently omitted from the reporting person's previously filed Forms 4.

3. The amount shown represents 5 separate purchases as follows: 186 shares on September 27, 2018 at $234.03; 63 shares on October 26, 2018 at $218.27; 59 shares on January 28, 2019 at $210.85; 48 shares on June 28, 2019 at $264.36; and 60 shares on April 2, 2020 at $288.78. Such purchases were inadvertently omitted from the reporting person's previously filed Forms 4.

4. The amount shown represents 2 separate sales as follows: 183 shares on December 28, 2018 at $202.38; and 3 shares on February 28, 2019 at $217.09 per share. Such sales were inadvertently omitted from the reporting person's previously filed Forms 4.

5. The amount shown represents 5 separate purchases as follows: 186 shares on September 27, 2018 at $234.03; 63 shares on October 26, 2018 at $218.27; 48 shares on January 28, 2019 at $210.87; 62 shares on June 28, 2019 at $264.34; and 57 shares on April 2, 2020 at $288.79. Such purchases were inadvertently omitted from the reporting person's previously filed Forms 4.

6. The amount shown represents 3 separate purchases as follows: 307 shares on January 7, 2022 at $536.18; 82 shares on February 10, 2022 at $518.48; and 72 shares on March 14, 2022 at $525.95. Such purchases were inadvertently omitted from the reporting person's previously filed Forms 4.

Remarks:

	/s/ Alejandro Torres, Attorney-in-Fact	10/18/2023
	** 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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