Form 4 WALKER MARK A For: Aug 25 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
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^*

WALKER MARK A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2009

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								113,814	I	By Rabbi Trust
Common Stock								1,000	I	By Daughter
Common Stock	08/25/2009		M		23,472	A	$ 14	166,318	D
Common Stock	08/25/2009		M		20,000	A	$ 14.625	186,318	D
Common Stock	08/25/2009		M		20,000	A	$ 14.82	206,318	D
Common Stock	08/25/2009		F/K		28,904	D	$ 57.6	177,671 ⁽¹⁾	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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option Plan (Right to Buy)

$ 14

08/25/2009

23,472

02/01/2003⁽²⁾

02/01/2011

Common Stock

23,472

$ 0

Stock Option Plan (Right to Buy)

$ 14.625

08/25/2009

20,000

02/15/2004⁽²⁾

02/15/2012

Common Stock

20,000

$ 0

Stock Option Plan (Right to Buy)

$ 14.82

08/25/2009

20,000

02/07/2005⁽²⁾

02/07/2013

Common Stock

20,000

$ 0

Stock Option Plan (Right to Buy)

$ 57.6

08/25/2009

A/K

9,716

08/25/2009

02/01/2011

Comon Stock

9,716

$ 0

9,716

Stock Option Plan (Right to Buy)

$ 57.6

08/25/2009

A/K

9,858

08/25/2009

02/15/2012

Common Stock

9,858

$ 0

9,858

Stock Option Plan (Right to Buy)

$ 57.6

08/25/2009

A/K

9,330

08/25/2009

02/07/2013

Common Stock

9,330

$ 0

9,330

Explanation of Responses:
1. Includes shares held in the employee stock purchase plan as of a statement dated 3/31/2009.
2. Vests two years from date of grant in annual cumulative installments of 25% beginning this date.
Remarks: NOTE TO FILING: The Form 4 filed on 4/1/2009 reflecting a date of event of 2/24/2009 was a draft of this voluntary filing and was inadvertently submitted by a third-party filer. This voluntary filing was meant to reflect the information set forth in footnote #3 above and was instead a complete restatement of the prior 2/24/2009 filing without change.

	/s/ Troy Renner, Attorney in Fact for Mark A. Walker	08/26/2009
	** 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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment