Statement of Changes in Beneficial Ownership (4)
August 15 2022 - 5:29PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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Freeman Angela K. |
2. Issuer Name and Ticker or Trading Symbol
C. H. ROBINSON WORLDWIDE, INC.
[
CHRW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHRO and ESG Officer |
(Last)
(First)
(Middle)
14701 CHARLSON ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/11/2022 |
(Street)
EDEN PRAIRIE, MN 55437
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/11/2022 | | M | | 15858 | A | $87.15 | 70378 | D | |
Common Stock | 8/11/2022 | | M | | 12728 | A | $72.74 | 83106 | D | |
Common Stock | 8/11/2022 | | S | | 28586 | D | $117.1018 (1) | 54520 (2)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option (right to buy) | $87.15 | 8/11/2022 | | M | | | 15858 | (4) | 12/6/2027 | Common Stock | 15858 | $0.00 | 10572 | D | |
Stock Option (right to buy( | $72.74 | 8/11/2022 | | M | | | 12728 | (5) | 2/5/2030 | Common Stock | 12728 | $0.00 | 19092 | D | |
Explanation of Responses: |
(1) | Reflects the weighted average price of 28,586 shares of common stock of C.H. Robinson Worldwide, Inc. sold by the reporting person in multiple transactions on August 11, 2022 with sale prices ranging from $117.00 to $117.625 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | Includes 544 shares acquired pursuant to the Issuer's employee stock purchase plan. |
(3) | Included in this amount are 51,001 shares of Issuer common stock issuable in settlement of an equal number of vested deferred shares and restricted stock units credited to the reporting person's NQDC Plan account and 2,975 shares held directly by the reporting person. |
(4) | 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. |
(5) | Stock option granted February 5, 2020 vests as to 20% of the shares subject to the option on December 31 in each of the years 2020-2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Freeman Angela K. 14701 CHARLSON ROAD EDEN PRAIRIE, MN 55437 |
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| CHRO and ESG Officer |
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Signatures
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/s/ Jessica Homes, Attorney-in-Fact for Angela K. Freeman | | 8/15/2022 |
**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 control number. |
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