| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
C H ROBINSON WORLDWIDE INC [ CHRW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/06/2006 | ||||||||||||||||||||||||||
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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 | 38,784 | I | By Rabbi Trust | |||||||
| Common Stock | 09/06/2006 | M/K | 1,280 | A | $4.5 | 3,526(1) | D | |||
| Common Stock | 09/06/2006 | F/K | 133 | D | $43.3 | 3,393 | D | |||
| Common Stock | 09/07/2006 | S | 700 | D | $44.36 | 2,693(1) | D | |||
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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 | ||||||||
| Option (Right to Buy) | $4.5 | 09/06/2006 | M/K | 1,280 | (2) | 10/15/2007 | Common Stock | 1,280 | $0 | 0 | D | ||||
| Option (Right to Buy) | $6.2969 | (2) | 02/15/2009 | Common Stock | 5,700 | 5,700 | D | ||||||||
| Option (Right to Buy) | $10.1725 | (2) | 01/31/2010 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Option (Right to buy) | $14 | 02/01/2003(3) | 02/01/2011 | Common Stock | 14,000 | 14,000 | D | ||||||||
| Option (Right to Buy) | $14.625 | (4) | 02/15/2012 | Common Stock | 11,366 | 11,366 | D | ||||||||
| Option (Right to Buy) | $14.625 | (5) | 02/15/2012 | Common Stock | 8,634 | 8,634 | D | ||||||||
| Option (Right to Buy) | $14.82 | (6) | 02/07/2013 | Common Stock | 6,812 | 6,812 | D | ||||||||
| Option (Right to Buy) | $14.82 | (7) | 02/07/2003 | Common Stock | 13,188 | 13,188 | D | ||||||||
| Option (Right to Buy) | $20.645 | 11/10/2003 | 10/15/2007 | Common Stock | 156 | 156 | D | ||||||||
| Option (Right to Buy) | $43.3 | 09/06/2006 | A/K | 133 | 09/06/2006 | 10/15/2007 | Common Stock | 133 | $0 | 133 | D | ||||
| Explanation of Responses: |
| 1. Includes shares held in the employee stock purchase plan as of a statement dated 6/30/2006. |
| 2. Currently 100% vested. |
| 3. Vests in 25% annual cumulative increments on the anniversary of the date of grant beginning this date. |
| 4. Vests as to 1,132 shares on 2/15/2004, 1,748 shares on 2/15/2005, 3,486 shares on 2/15/2006 and 5,000 shares on 2/15/2007. |
| 5. Vests as to 3,868 shares on 2/15/2004, 3,252 shares on 2/15/2005 and 1,514 shares on 2/15/2006. |
| 6. Vests as to 1,812 shares on 2/7/2007 and 5,000 shares on 2/7/2008. |
| 7. Vests as to 5,000 shares on each of 2/7/2005 and 2/7/2006 and 3,188 shares on 2/7/2007. |
| Remarks: |
| All numbers of shares appearing in Table I, column 5, and Table II, columns 7 and 9, and the option exercise prices on Table II, column 2, have been adjusted to reflect a two-for-one stock split effective on 10/14/2005. |
| /s/ Thomas K. Mahlke | 09/08/2006 | |
| ** 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. | ||