Statement of Changes in Beneficial Ownership (4)
December 18 2019 - 2:28PM
Edgar (US Regulatory)
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 OF SECURITIES
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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
*
Clark Benjamin G. |
2. Issuer Name and Ticker or Trading Symbol
EXPEDITORS INTERNATIONAL OF WASHINGTON INC
[
EXPD
]
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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)
Senior VP - General Counsel |
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(Last)
(First)
(Middle)
1015 THIRD AVENUE, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2019 |
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(Street)
SEATTLE, WA 98104
(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 | | | | | | | | 4152.5877 (1) | 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 |
| 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 | |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Clark Benjamin G.
1015 THIRD AVENUE, 12TH FLOOR
SEATTLE, WA 98104 |
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| Senior VP - General Counsel |
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Signatures
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| Diane Heffner, Stock Plan Administrator, attorney-in-fact | | 12/18/2019 |
| **Signature of Reporting Person | Date |
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