SEC FORM 4

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

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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^*

WICKHAM MICHAEL W

(Last)

(First)

(Middle)

14701 CHARLSON ROAD

(Street)

EDEN PRAIRIE

55347

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	08/06/2012		S		2,354	D	$53.8184⁽¹⁾	0	I	Family Limited Partnership
Common Stock								294	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)	Code	V	(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)
Phantom Stock (Restricted Stock Units)	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	8,419		8,419	D
Phantom Stock (Restricted Stock Units)	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	666		666⁽⁴⁾	D
Phantom Stock (Restricted Stock Units)	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	448		448⁽⁵⁾	D
Phantom Stock (Restricted Stock Units)	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	981		981⁽⁶⁾	D

Explanation of Responses:

1. Reflects the weighted average price of 2,354 shares of common stock of C. H. Robinson Worldwide, Inc. sold by the reporting person in multiple transactions on August 6, 2012 with sale prices ranging from $53.81 to $53.83 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.

2. Each phantom share/restricted stock unit will be paid in one share of common stock.

3. Following the reporting person's termination of service as a director, vested restricted stock units become payable in shares of common stock according to the schedule previously chosen by the reporting person.

4. Amount shown is the number of vested restricted stock units that resulted from a 2006 award of 673 performance units that were subject to a performance period extending from 1/1/2006 to 12/31/2010.

5. Amount shown is the number of vested restricted stock units that resulted from a 2007 award of 553 performance units that were subject to a performance period extending from 1/1/2007 to 12/31/2011.

6. Amount shown is the number of performance restricted stock units granted in 2008 that have been subject to a performance period extending from 1/1/2008 to 12/31/12. As of the date of this report, 530 of such performance units have vested, and the remaining 451 performance units are eligible to vest depending on the company's performance during the final year of the performance period.

	/s/ Troy R. Renner, Attorney-in-Fact for Michael W. Wickham	08/07/2012
	** 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).
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