Sec Form 4 Filing - McClincy Christopher J. @ EXPEDITORS INTERNATIONAL OF WASHINGTON INC - 2019-12-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
McClincy Christopher J.
2. Issuer Name and Ticker or Trading Symbol
EXPEDITORS INTERNATIONAL OF WASHINGTON INC [ EXPD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP - CIO
(Last) (First) (Middle)
1015 THIRD AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(Street)
SEATTLE, WA98104
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 18,693.2598 ( 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 (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
Dividend Equivalent Rights - 2017 RSUs ( 2 ) 12/16/2019 A 9.348 ( 2 ) ( 2 ) Common Stock 9.348 $ 0 56.087 D
Dividend Equivalent Rights - 2018 RSUs ( 3 ) 12/16/2019 A 14.357 ( 3 ) ( 3 ) Common Stock 14.357 $ 0 56.029 D
Dividend Equivalent Rights - 2019 RSUs ( 4 ) 12/16/2019 A 19.527 ( 4 ) ( 4 ) Common Stock 19.527 $ 0 39.757 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McClincy Christopher J.
1015 THIRD AVENUE, 12TH FLOOR
SEATTLE, WA98104
Senior VP - CIO
Signatures
Diane Heffner, Stock Plan Administrator, attorney-in-fact 12/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Beginning balance of Common Stock beneficially owned includes 328.2107 shares purchased on July 31, 2019 under Expeditors International of Washington, Inc.'s 2002 Employee Stock Purchase Plan.
( 2 )Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2017 grant of restricted stock units, and become exercisable proportionately with the restricted stock units to which they relate.
( 3 )Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2018 grant of restricted stock units, and become exercisable proportionately with the restricted stock units to which they relate.
( 4 )Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2019 grant of restricted stock units, and become exercisable proportionately with the restricted stock units to which they relate.

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.