SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Freeman Angela K.

(Last) (First) (Middle)
14701 CHARLSON ROAD

(Street)
EDEN PRAIRIE MN 55437

(City) (State) (Zip)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2015
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 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 02/04/2015 A 2,521(1) A $0.00 24,136 D
Common Stock 02/02/2016 A 1,626(2) A $0.00 25,762 D
Common Stock 08/24/2018 S 1,589 D $96.7057(3) 25,357(4)(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $68.81 02/02/2017 A 554 (6) 12/07/2021 Common Stock 554 $0.00 7,318 D
Option (right to buy) $61.91 02/02/2017 A 824 (7) 12/05/2022 Common Stock 824 $0.00 6,925 D
Option (right to buy) $61.91 01/31/2018 A 165 (7) 12/05/2022 Common Stock 165 $0.00 7,090 D
Option (right to buy) $58.25 02/02/2017 A 2,536 (8) 12/04/2023 Common Stock 2,536 $0.00 13,106 D
Option (right to buy) $58.25 01/31/2018 A 1,903 (8) 12/04/2023 Common Stock 1,903 $0.00 15,009 D
Option (right to buy) $74.57 02/02/2017 A 2,461 (9) 12/03/2024 Common Stock 2,461 $0.00 7,589 D
Option (right to buy) $74.57 01/31/2018 A 1,846 (9) 12/03/2024 Common Stock 1,846 $0.00 9,435 D
Explanation of Responses:
1. Represents performance-based restricted stock units that vested on February 4, 2015, have been credited to the reporting person's account in the Issuer's NQDC Plan and will be settled on a 1 for 1 basis in shares of the Issuer's common stock.
2. Represents performance-based restricted stock units that vested on February 2, 2016, have been credited to the reporting person's account in the Issuer's NQDC Plan and will be settled on a 1 for 1 basis in shares of the Issuer's common stock.
3. Reflects the weighted average price of 1,589 shares of common stock of the Issuer's sold by the reporting person in multiple transactions on August 24, 2018 with sale prices ranging from $96.7051 to $96.7057 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. Includes 1,182 shares acquired pursuant to the issuer's employee stock purchase plan.
5. Included in this amount are 22,063 shares of the Issuer's common stock issuable in settlement of an equal number of vested deferred shares and restricted stock units credited to the reporting person's NQDC Plan account, and 3,294 shares held directly by the reporting person.
6. Performance-based stock option granted on December 7, 2011 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
7. Performance-based stock option granted on December 5, 2012 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
8. Performance-based stock option granted on December 4, 2013 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
9. Performance-based stock option granted on December 3, 2014 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Jessica Homes, Attorney-in-Fact for Angela K. Freeman 08/28/2018
** 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.