Sec Form 4 Filing - CONGDON DAVID S @ OLD DOMINION FREIGHT LINE, INC. - 2021-11-18

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. [ ODFL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2021 (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)

$ 352.72( 8 ) 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 11/18/2021 S 3,094 D $ 352.32( 1 ) 856,370( 2 ) I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/18/2021 S 6,043 D $ 353.41( 3 ) 850,327 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/18/2021 S 6,132 D $ 354.2( 4 ) 844,195 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/18/2021 S 1,731 D $ 354.99( 5 ) 842,464 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/19/2021 S 6,901 D $ 350.75( 6 ) 835,563 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/19/2021 S 10,319 D $ 351.6( 7 ) 825,244 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/19/2021 S 5,959 D 819,285 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 11/19/2021 S 2,346 D $ 353.65( 9 ) 816,939 I By David S. Congdon Revocable Trust dated 12/3/91 Common Stock 12,763( 10 ) D Common Stock 933,714 I As co-trustee of Earl E. Congdon GRAT Remainder Trust Common Stock 122,116( 11 ) I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12 Common Stock 0( 12 ) I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon Common Stock 140,030 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon Common Stock 474,607 I As co-trustee of the 1998 Earl E. Congdon Family Trust Common Stock 481,222( 13 ) I As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011 Common Stock 342,072 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell Common Stock 342,070 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell Common Stock 342,070 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon Common Stock 289,335 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby Common Stock 289,336 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell Common Stock 202,420 I As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby Common Stock 534,318 I By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99 Common Stock 257,935 I As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell Common Stock 55,650 I As trustee of Yowell Family 2020 GST Trust Common Stock 276( 14 ) I As trustee of J. Benjamin Yowell 2020 Trust Common Stock 276( 14 ) I As trustee of Clay Yowell 2020 Trust Common Stock 276( 14 ) I As trustee of Andrew Yowell 2020 Trust Common Stock 73,900( 15 ) I By wife as trustee of the Helen Congdon 2020-1 Irrevocable Trust Common Stock 86,539 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 Executive Chairman Signatures /s/ David S. Congdon 11/22/2021 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 $351.74 to $352.73, 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 transfers of (i) 840 shares to the Helen S. Congdon Revocable Inter Vivos Trust 2012 on February 16, 2021, (ii) 840 shares to individual family members and family trusts on February 16, 2021, (iii) 8,045 shares held directly by the reporting person to the David S. Congdon Revocable Trust dated 12/3/91 on May 27, 2021 and (iv) 92,771 shares from the David Congdon 2020-1 Irrevocable Trust formed 8/4/20 on August 18,2021. ( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.77 to $353.74, 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. ( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.77 to $354.73 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. ( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.86 to $355.30 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. ( 6 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.22 to $351.19 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. ( 7 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.23 to $352.16 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. ( 8 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.24 to $353.16 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. ( 9 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.23 to $354.22 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. ( 10 )Reflects transfers of 8,045 shares held directly by the reporting person to the David S. CongdonRevocable Trust dated 12/3/91 on May 27, 2021. ( 11 )Reflects transfers of (i) 840 shares from the David S. Congdon Revocable Trust dated 12/3/91 on February 16, 2021, (ii) 70 shares to the Kathryn Leigh Congdon Revocable Declaration of Trust - 2006 on February 16, 2021, (iii) 70 shares to the Marilyn Marie Congdon Revocable Declaration of Trust - 2006 on February 16, 2021, (iv) 70 shares to the Ashlyn Lane Congdon Revocable InterVivos Trust - 12/7/10 on February 16, 2021 and (v) 26,100 shares from the Helen Congdon 2020-1 Irrevocable Trust on May 5, 2021. ( 12 )Reflects a transfer of 140,030 shares on November 4, 2021 to the Kathryn Leigh Congdon Revocable Declaration of Trust - 2006. ( 13 )Reflects transfers of (i) 580 shares from the Earl E. Congdon Revocable Trust 1990 on February 23, 2021 and (ii) 587 shares from the Kathryn W. Congdon Revocable Trust - 1990 on February 23, 2021. ( 14 )Reflects transfers of (i) 68 shares from Sara Smith Yowell on February 25, 2021 and (ii) 64 shares from Seth M. Yowell on February 25, 2021. ( 15 )Reflects a transfer of 26,100 shares to the Helen S. Congdon Revocable Inter Vivos Trust 2012 on May 5, 2021.

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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