Michael W Neill Form 3/A C H ROBINSON WORLDWIDE / Michael W Neill ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Neill Michael W

(Last) (First) (Middle)

14701 CHARLSON ROAD

(Street)

EDEN PRAIRIE MN 55347

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2018

3. Issuer Name and Ticker or Trading Symbol
C H ROBINSON WORLDWIDE INC [ CHRW ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/28/2018

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,411(1)	D
Common Stock	460	I	By 401(k) Plan
Common Stock	328	I	By ESPP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	12/06/2027	Common Stock	5,978	87.15	D
Stock Option (right to buy)	(3)	12/07/2026	Common Stock	5,174	76.72	D
Stock Option (right to buy)	(4)	12/02/2025	Common Stock	6,243	63.58	D
Stock Option (right to buy)	(5)	12/03/2024	Common Stock	2,393	74.57	D
Stock Option (right to buy)	(6)	12/04/2023	Common Stock	2,754	58.25	D
Stock Option (right to buy)	(7)	12/05/2022	Common Stock	272	61.91	D

Explanation of Responses:

1. Included in this amount are 6,245 shares of Issuer common stock issuable in settlement of an equal number of deferred shares credited to the reporting person's NQDC Plan account, and 1,166 shares held directly by the reporting person.

2. Stock option granted December 6, 2017 vests as to 20% of the shares subject to the option on December 31 in each of the years 2018-2022.

3. The award became exercisable as to 20% of the shares on December 31, 2017, and the remaining 80% will become exercisable in four equal installments on December 31, 2018, 2019, 2020 and 2021.

4. The award became exercisable as to 20% of the shares on December 31, 2016, 20% of the shares on December 31, 2017, and the remaining 60% will become exercisable in three equal installments on December 31, 2018, 2019 and 2020.

5. Performance-based stock option granted 12/3/14 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

6. Performance-based stock option granted 12/4/13 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

7. Performance-based stock option granted 12/5/12 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

Remarks:

This filing is amended and restated in its entirety.

	/s/ /Ben G. Campbell, Attorney-in-Fact for Michael W. Neill	08/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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