Edgar Filing: OLD DOMINION FREIGHT LINE INC/VA

Ownership Submission

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

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 ^*

CONGDON JEFFREY W

2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE INC/VA [ODFL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of Section 13(d) group

(Last)

(First)

(Middle)

300 ARBORETUM PLACE, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2014

(Street)

NORTH CHESTERFIELD, VA 23236

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2014		G	V	1,046	D	$ 0	814,285 ⁽¹⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock	08/21/2014		G	V	97,196	A	$ 0	879,405 ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock	08/21/2014		G	V	48,599	D	$ 0	0 ⁽¹⁾ ⁽⁶⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #1
Common Stock	08/21/2014		G	V	97,196	A	$ 0	958,120 ⁽²⁾	I	As trustee of Susan C. Terry Revocable Trust
Common Stock	11/25/2014		G	V	70,724	D	$ 0	0 ⁽¹⁾ ⁽¹¹⁾	I	As trustee of Jeffrey W. Congdon 2009 GRAT
Common Stock								1,806,214	I	By Congdon Family, LLC ⁽³⁾
Common Stock								1,806,214 ⁽¹⁾	I	By Congdon Family, LLC ⁽⁴⁾
Common Stock								38,615 ⁽¹⁾ ⁽⁵⁾	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock								93,267 ⁽¹⁾ ⁽⁷⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock								34,961 ⁽¹⁾ ⁽⁹⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock								42,822 ⁽¹⁾ ⁽¹⁰⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #2
Common Stock								100,000 ⁽¹⁾ ⁽⁸⁾	I	As trustee of Jeffrey W. Congdon 2014 GRAT
Common Stock								0 ⁽²⁾ ⁽¹⁾ ⁽¹²⁾	I	As co-trustees of John R. Congdon Irrevocable Trust
Common Stock								170,066 ⁽²⁾ ⁽¹⁾ ⁽¹³⁾	I	As co-executors of the estate of John R. Congdon

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONGDON JEFFREY W 300 ARBORETUM PLACE SUITE 600 NORTH CHESTERFIELD, VA 23236		X		Member of Section 13(d) group
TERRY SUSAN C 300 ARBORETUM PLACE SUITE 600 NORTH CHESTERFIELD, VA 23236		X		Member of Section 13(d) group

Signatures

/s/ John R. Congdon, Jr., by Power of Attorney		02/10/2015
^**Signature of Reporting Person		Date
/s/ John R. Congdon, Jr., by Power of Attorney		02/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are beneficially owned by Jeffrey W. Congdon, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
(2)	These securities are beneficially owned by Susan C. Terry, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
(3)	Susan C. Terry disclaims beneficial ownership of the reported securities. The Susan C. Terry Revocable Trust, which Susan C. Terry serves as the trustee of, is a member of Congdon Family, LLC. The John R. Congdon Irrevocable Trust, which Susan C. Terry serves as a co-trustee of, also is a member of Congdon Family, LLC.
(4)	Jeffrey W. Congdon serves as a manager of Congdon Family, LLC. The Jeffrey W. Congdon Revocable Trust, which Jeffrey W. Congdon serves as the trustee of, is a member of Congdon Family, LLC. The John R. Congdon Irrevocable Trust, which Jeffrey W. Congdon serves as a co-trustee of, also is a member of Congdon Family, LLC.
(5)	Reflects a transfer of 3,468 shares from the Jeffrey W. Congdon 2010 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on July 8, 2014.
(6)	Reflects a transfer of 28,344 shares from the Jeffrey W. Congdon 2012 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 21, 2014.
(7)	Reflects a transfer of 8,531 shares from the Jeffrey W. Congdon 2012 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 21, 2014.
(8)	Reflects a transfer of 100,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2014 GRAT on August 25, 2014.
(9)	Reflects a transfer of 15,039 shares from the Jeffrey W. Congdon 2013 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on November 21, 2014.
(10)	Reflects a transfer of 7,178 shares from the Jeffrey W. Congdon 2013 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on November 21, 2014.
(11)	Reflects a transfer of 5,364 shares from the Jeffrey W. Congdon 2009 GRAT to the Jeffrey W. Congdon Revocable Trust on November 25, 2014.
(12)	The 858,078 shares previously reported by this trust were disposed of in a series of transactions exempt from reporting under Rule 16a-2(d)(1).
(13)	The shares reported by the estate previously were exempt from reporting under Rule 16a-2(d)(1). Because 12 months have passed since the reporting persons were appointed as co-executors of the estate, these shares are no longer exempt from the provisions of Section 16 of the Exchange Act.

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