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^*

Campbell Ben G

(Last)

(First)

(Middle)

14701 CHARLSON ROAD

(Street)

EDEN PRAIRIE

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 Legal Officer/Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2017

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	09/10/2018		S⁽¹⁾		4,000	D	$100	27,902⁽²⁾	D
Common Stock	12/26/2017		G	V	575	D	$0.00	27,327	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)
Option (right to buy)	$68.81	02/02/2017		A		713		⁽³⁾	12/07/2021	Common Stock	713	$0.00	9,411	D
Option (right to buy)	$61.91	02/02/2017		A		1,007		⁽⁴⁾	12/05/2022	Common Stock	1,007	$0.00	8,462	D
Option (right to buy)	$61.91	01/31/2018		A		202		⁽⁴⁾	12/05/2022	Common Stock	202	$0.00	8,664	D
Stock Option (right to buy)	$58.25	02/02/2017		A		2,790		⁽⁵⁾	12/04/2023	Common Stock	2,790	$0.00	14,415	D
Option (right to buy)	$58.25	01/31/2018		A		2,093		⁽⁵⁾	12/04/2023	Common Stock	2,093	$0.00	16,508	D
Option (right to buy)	$74.57	02/02/2017		A		2,666		⁽⁶⁾	12/03/2024	Common Stock	2,666	$0.00	8,221	D
Option (right to buy)	$74.57	01/31/2018		A		2,000		⁽⁶⁾	12/03/2024	Common Stock	2,000	$0.00	10,221	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2018.

2. Includes 3,140 shares acquired pursuant to the issuer's employee stock purchase plan.

3. Performance-based stock option granted December 7, 2011 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

4. Performance-based stock option granted December 5, 2012 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

5. Performance-based stock option granted December 4, 2013 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

6. Performance-based stock option granted 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/ Ben G. Campbell	09/12/2018
	** 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).
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