C. H. ROBINSON WORLDWIDE, INC. — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C H ROBINSON WORLDWIDE INC (CHRW)
CIK: 0001043277
Period of Report: 2012-09-28

Reporting Person: Roloff ReBecca Koenig (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock (Restricted Stock Units)	$	A	853	Acquired		Common Stock (853)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock (Restricted Stock Units)	$		Common Stock (666)	666	Direct
Phantom Stock (Restricted Stock Units)	$		Common Stock (448)	448	Direct
Phantom Stock (Restricted Stock Units)	$		Common Stock (981)	981	Direct

Footnotes

F1: Each phantom share/restricted stock unit will be paid in one share of common stock.

F2: The reporting person was granted 853 restricted stock units at no cost as an annual equity-based award provided to each non-employee director.

F3: Following the reporting person's termination of service as a director, vested restricted stock units become payable in shares of common stock according to the schedule previously chosen by the reporting person.

F4: Amount shown is the number of vested restricted stock units that resulted from a 2006 award of 673 performance units that were subject to a performance period extending from 1/1/2006 to 12/31/2010.

F5: Amount shown is the number of vested restricted stock units that resulted from a 2007 award of 553 performance units that were subject to a performance period extending from 1/1/2007 to 12/31/2011.

F6: Amount shown is the number of performance restricted stock units granted in 2008 that have been subject to a performance period extending from 1/1/2008 to 12/31/12. As of the date of this report, 530 of such performance units have vested, and the remaining 451 performance units are eligible to vest depending on the company's performance during the final year of the performance period.