Sec Form 4 Filing - CONGDON DAVID S @ OLD DOMINION FREIGHT LINE INC/VA - 2017-08-15

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 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)
08/15/2017
(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 08/15/2017 S 575 D $ 97.83 ( 1 ) 294,238 I As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
Common Stock 9,516 D
Common Stock 92,716 ( 5 ) I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock 92,715 ( 5 ) I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
Common Stock 92,716 ( 5 ) I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
Common Stock 89,384 I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 640,041 ( 6 ) I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 299,251 I By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
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 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 55,947 I By 401(k) plan
Common Stock 209,926 ( 2 ) I By wife as Trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell
Common Stock 209,925 ( 2 ) I By wife as Trustee of the David Congdon Irrevocable Trust #1 FBO Kathryn Harrell
Common Stock 209,925 ( 2 ) I By wife as Trustee of the David Congdon Irrevocable Trust #1 FBO Ashlyn Congdon
Common Stock 192,891 ( 3 ) I As Trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell
Common Stock 192,890 ( 3 ) I As Trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock 0 ( 2 ) I By wife as trustee of David S. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock 0 ( 3 ) I As trustee of Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock 0 ( 4 ) I By wife as trustee of Seay Family Trust dated 11/21/2012
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 08/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.81 to $97.84, 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.
( 2 )Reflects exempt transfer of: (i) 209,926 shares to the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell on February 27, 2017; (ii) 209,925 shares to the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell on February 27, 2017; and (iii) 209,925 shares to the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon on February 27, 2017.
( 3 )Reflects exempt transfer of: (i) 192,891 shares to the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell on February 27, 2017; and (ii) 192,890 shares to the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby on February 27, 2017.
( 4 )Reflects exempt transfer of: (i) 9,708 shares to James L. Seay, Jr. on February 16, 2017; (ii) 9,708 shares to R. Andrew Seay on February 16, 2017; and (iii) 9,709 shares to Thomas M. Seay on February 16, 2017.
( 5 )Reflects receipt of gifts in an aggregate amount of 306 shares on February 23, 2017.
( 6 )Reflects gifts made of: (i) 2,400 shares on February 15, 2017; (ii) 600 shares on February 16, 2017; and (iii) 426 shares on May 22, 2017. Also reflects receipt of a gift of 306 shares on February 23, 2017.

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