SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOODWIN MARK B

(Last)

(First)

(Middle)

1000 SEMMES AVENUE

(Street)

RICHMOND

23224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OVERNITE CORP [ OVNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2005		U		13,020⁽¹⁾	D	$43.25	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$19	08/05/2005		U			40,000	⁽²⁾	⁽²⁾	Common Stock	40,000	⁽²⁾	0	D
Phantom Stock	⁽³⁾	08/05/2005		U			16,136	⁽³⁾	⁽³⁾	Common Stock	16,136	⁽³⁾	0	D

Explanation of Responses:

1. Under the Agreement of Merger among United Parcel Service, Inc., Olympic Merger Sub, Inc and Overnite Corporation pursuant to which Olympic Merger Sub, Inc. was merged into Overnite Corporation (the "Merger"), each share of Overnite common stock, including each restricted share (whether vested or unvested), outstanding at the effective time of the Merger was converted into the right to receive $43.25 in cash.

2. When granted, these stock options were to vest in three annual installments beginning on November 5, 2004. However, under the Agreement of Merger, each outstanding stock option outstanding at the effective time of the Merger was cancelled in exchange for a cash payment equal to the difference between $43.25 and the exercise price per share subject to such option, multiplied by the number of shares subject to the option.

3. These phantom stock units were granted to the reporting person as a result of the deferral of all or part of the reporting person's incentive awards pursuant to the Overnite Corporation Executive Incentive Compensation and Deferral Plan. When granted, they were to vest three years after the grant date, and were payable only in shares of common stock in a distribution ratio of 1:1 upon the earlier of (a) termination or (b) a certain date elected by the reporting person. However, under the Agreement of Merger and pursuant to such plan, at the Merger these phantom stock units were cancelled in exchange for a cash payment determined by multiplying (1) $43.25 by (2) the number of phantom stock units credited to the reporting person (whether or not vested).

	/s/ Mark B. Goodwin	08/05/2005
	** Signature of Reporting Person	Date
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).
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