Sec Form 4 Filing - Kass Jordan T @ C H ROBINSON WORLDWIDE INC - 2019-01-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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1. Name and Address of Reporting Person Kass Jordan T 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) President, Managed Services (Last) (First) (Middle) 14701 CHARLSON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2019 (Street) EDEN PRAIRIE, MN55347 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/29/2019 A 6,527 ( 1 ) A $ 0 34,658 ( 2 ) ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 58.25 01/29/2019 A 3,377 ( 4 ) 12/04/2023 Common Stock 3,377 $ 0 11,644 D Option (right to buy) $ 74.57 01/29/2019 A 4,412 ( 5 ) 12/03/2024 Common Stock 4,412 $ 0 9,131 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kass Jordan T 14701 CHARLSON ROAD EDEN PRAIRIE, MN55347 President, Managed Services Signatures /s/ Jessica Homes, Attorney-in-Fact for Jordan T. Kass 01/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Performance-based restricted stock units that vested on January 29, 2019, 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 )Includes 628 shares acquired pursuant to the Issuer's employee stock purchase plan. ( 3 )Included in this amount are 32,648 shares of Issuer common stock issuable in settlement of an equal number of vested deferred shares credited to the reporting person's NQDC Plan account, and 1,382 shares held directly by the reporting person. ( 4 )Performance-based stock option granted December 4, 2013 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied. ( 5 )Performance-based stock option granted December 3, 2014 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.

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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