Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Neill Michael W
2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2018
3. Issuer Name and Ticker or Trading Symbol
C H ROBINSON WORLDWIDE INC [CHRW]
(Last)
(First)
(Middle)
14701 CHARLSON ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
06/28/2018
(Street)

EDEN PRAIRIE, MN 55347
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,411 (1)
D
 
Common Stock 460
I
By 401(k) Plan
Common Stock 328
I
By ESPP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 12/06/2027 Common Stock 5,978 $ 87.15 D  
Stock Option (right to buy)   (3) 12/07/2026 Common Stock 5,174 $ 76.72 D  
Stock Option (right to buy)   (4) 12/02/2025 Common Stock 6,243 $ 63.58 D  
Stock Option (right to buy)   (5) 12/03/2024 Common Stock 2,393 $ 74.57 D  
Stock Option (right to buy)   (6) 12/04/2023 Common Stock 2,754 $ 58.25 D  
Stock Option (right to buy)   (7) 12/05/2022 Common Stock 272 $ 61.91 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neill Michael W
14701 CHARLSON ROAD
EDEN PRAIRIE, MN 55347
      Chief Technology Officer  

Signatures

/s/ /Ben G. Campbell, Attorney-in-Fact for Michael W. Neill 08/10/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Included in this amount are 6,245 shares of Issuer common stock issuable in settlement of an equal number of deferred shares credited to the reporting person's NQDC Plan account, and 1,166 shares held directly by the reporting person.
(2) 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.
(3) The award became exercisable as to 20% of the shares on December 31, 2017, and the remaining 80% will become exercisable in four equal installments on December 31, 2018, 2019, 2020 and 2021.
(4) The award became exercisable as to 20% of the shares on December 31, 2016, 20% of the shares on December 31, 2017, and the remaining 60% will become exercisable in three equal installments on December 31, 2018, 2019 and 2020.
(5) Performance-based stock option granted 12/3/14 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
(6) Performance-based stock option granted 12/4/13 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
(7) Performance-based stock option granted 12/5/12 that vests, becomes exercisable and reportable as and to the extent applicable performance conditions are satisfied.
 
Remarks:
This filing is amended and restated in its entirety.

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