Sec Form 4 Filing - CONGDON DAVID S @ OLD DOMINION FREIGHT LINE INC/VA - 2017-02-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CONGDON DAVID S
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)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman and CEO
(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(Street)
THOMASVILLE, NC27360
4. If Amendment, Date Original Filed (MM/DD/YY)
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 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 02/18/2016 G V 444 A $ 0 689,492 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/18/2016 G V 444 A $ 0 92,410 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
Common Stock 02/18/2016 G V 444 A $ 0 92,409 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
Common Stock 02/18/2016 G V 444 A $ 0 92,410 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock 02/23/2016 G V 2,199 ( 1 ) D $ 0 687,293 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/23/2016 G V 2,199 ( 1 ) A $ 0 91,574 I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 02/23/2016 G V 1,824 D $ 0 685,469 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/23/2016 G V 2,190 D $ 0 89,384 I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 11/30/2016 G V 1,845 D $ 0 643,161 ( 2 ) I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/09/2017 A 4,182 A $ 0 9,516 D
Common Stock 299,251 I By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock 629,776 I By wife as trustee of David S. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock 29,125 I By wife as trustee of Seay Family Trust dated 11/21/2012
Common Stock 294,813 I As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
Common Stock 316,405 I As co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock 645,976 I As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock 318,357 I As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock 385,781 I As trustee of Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock 82,271 I As trustee of David S. Congdon Grantor Retained Annuity Trust 2015
Common Stock 265,000 I As trustee of David S. Congdon Grantor Retained Annuity Trust 2016
Common Stock 55,546 I By 401(k) plan
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 DAVID S
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
THOMASVILLE, NC27360
X Vice Chairman and CEO
Signatures
/s/ David S. Congdon 02/10/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the transfer of 2,199 shares from the David S. Congdon Revocable Trust dated 12/3/91 to the Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12 on February 23, 2016.
( 2 )Reflects (i) a transfer of 265,000 shares from the David S. Congdon Revocable Trust dated 12/3/91 to the David S. Congdon Grantor Retained Annuity Trust 2016 on August 19, 2016; (ii) a transfer of 76,219 shares from the David S. Congdon Grantor Retained Annuity Trust 2015 to the David S. Congdon Revocable Trust dated 12/3/91 on August 22, 2016; (iii) a transfer of 188,318 shares from the David S. Congdon Grantor Retained Annuity Trust 2014 to the David S. Congdon Revocable Trust dated 12/3/91 on August 26, 2016; and (iv) a previously reported sale of 40,000 shares on November 16, 2016.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.