Sec Form 4 Filing - CONGDON DAVID S @ OLD DOMINION FREIGHT LINE INC/VA - 2017-02-15

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)
02/15/2017
(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 02/15/2017 G V 1,200 D $ 0 640,761 ( 1 ) I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/15/2017 G V 1,200 D $ 0 89,384 ( 1 ) I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 02/16/2017 G V 300 D $ 0 640,161 ( 2 ) I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/16/2017 G V 300 D $ 0 89,384 ( 2 ) I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 02/16/2017 G V 29,125 D $ 0 0 I By wife as trustee of Seay Family Trust dated 11/21/2012
Common Stock 02/23/2017 G V 306 A $ 0 640,467 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 02/23/2017 G V 306 A $ 0 92,716 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
Common Stock 02/23/2017 G V 306 A $ 0 92,715 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
Common Stock 02/23/2017 G V 306 A $ 0 92,716 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock 05/22/2017 G V 426 D $ 0 640,041 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 08/21/2017 G V 15,584 D $ 0 0 ( 3 ) I As trustee of David S. Congdon Grantor Retained Annuity Trust 2015
Common Stock 08/21/2017 G V 12,987 A $ 0 307,225 I As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
Common Stock 11/16/2017 G V 50,665 D $ 0 597,243 ( 3 ) ( 4 ) ( 5 ) ( 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 645,976 I As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock 316,405 I As co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock 318,357 I As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock 175,598 ( 4 ) I As trustee of David S. Congdon Grantor Retained Annuity Trust 2016
Common Stock 150,000 ( 5 ) I As trustee of David S. Congdon Grantor Retained Annuity Trust 2017
Common Stock 209,926 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Maryilyn Nowell
Common Stock 209,925 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell
Common Stock 209,925 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon
Common Stock 192,891 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell
Common Stock 192,890 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock 56,084 I By 401(k) plan
Common Stock 7,738 ( 6 ) D
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/ Ross H. Parr, by Power of Attorney 02/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects an exempt transfer of 1,200 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 15, 2017.
( 2 )Reflects an exempt transfer of 300 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 16, 2017.
( 3 )Reflects an exempt transfer of 66,687 shares from the David S. Congdon Grantor Retained Annuity Trust 2015 to the David S. Congdon Revocable Trust dated 12/3/91 on August 21, 2017.
( 4 )Reflects an exempt transfer of 89,402 shares from the David S. Congdon Grantor Retained Annuity Trust 2016 to the David S. Congdon Revocable Trust dated 12/3/91 on August 21, 2017.
( 5 )Reflects an exempt transfer of 150,000 shares from the David S. Congdon Revocable Trust dated 12/3/91 to the David S. Congdon Grantor Retained Annuity Trust 2017 on August 18, 2017.
( 6 )Reflects an exempt transfer of 1,778 shares from an account held directly by the reporting person to the David S. Congdon Revocable Trust dated 12/3/91 on August 31, 2017.

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