Sec Form 4 Filing - CONGDON JEFFREY W @ OLD DOMINION FREIGHT LINE INC/VA - 2015-02-25

Insider filing report for Changes in Beneficial Ownership
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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
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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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 (MM/DD/YY)
02/25/2015
(Street)
NORTH CHESTERFIELD, VA23236
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2015 S 25,100 D $ 78.52 854,305 ( 1 ) I As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock 02/26/2015 S 47,400 D $ 78.3 ( 5 ) 806,905 ( 1 ) I As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock 958,120 ( 2 ) I As trustee of Susan C. Terry Revocable Trust
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 ) I As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock 93,267 ( 1 ) I As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock 34,961 ( 1 ) I As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock 42,822 ( 1 ) I As trustee of Jeffrey W. Congdon 2013 GRAT #2
Common Stock 100,000 ( 1 ) I As trustee of Jeffrey W. Congdon 2014 GRAT
Common Stock 170,066 ( 2 ) ( 1 ) I As co-executors of the estate of John R. Congdon
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONGDON JEFFREY W
300 ARBORETUM PLACE
SUITE 600
NORTH CHESTERFIELD, VA23236
X Member of Section 13(d) group
TERRY SUSAN C
300 ARBORETUM PLACE
SUITE 600
NORTH CHESTERFIRLD, VA23236
X Member of Section 13(d) group
Signatures
/s/ John R. Congdon, Jr., by Power of Attorney 02/27/2015
Signature of Reporting Person Date
/s/ John R. Congdon, Jr., by Power of Attorney 02/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 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 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.13 to $78.54, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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).
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