SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Lehmkuhl Walter G (Last) (First) (Middle) 1717 NW 21ST AVE (Street) PORTLAND OR 97209 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2011	3. Issuer Name and Ticker or Trading Symbol Con-way Inc. [ CNW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	135	D
Common Stock	924.7327	I	by 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	(1)	01/26/2019	Common Stock	12,085	$20.27	D
Non-Qualified Stock Option (right to buy)	(1)	02/07/2021	Common Stock	14,455	$31.89	D
Non-Qualified Stock Option (right to buy)	(2)	01/28/2018	Common Stock	6,052	$44.09	D
Non-Qualified Stock Option (right to buy)	(2)	01/24/2015	Common Stock	4,300	$46.02	D
Non-Qualified Stock Option (right to buy)	(2)	01/29/2017	Common Stock	6,500	$46.65	D
Non-Qualified Stock Option (right to buy)	(2)	10/17/2015	Common Stock	8,000	$51.72	D
Non-Qualified Stock Option (right to buy)	(2)	01/22/2016	Common Stock	3,000	$55.2	D
Restricted Stock Units	(3)	(3)	Common Stock	21,382	(4)	D
Stock Appreciation Rights	(5)	02/09/2020	Common Stock	14,165	$28.92	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning January 1 following the date of grant.

2. The option is fully vested and exercisable.

3. The total share amount represents restricted stock unit awards granted on 1/26/2009, 2/9/2010, and 2/7/2011. These RSUs vest on the third anniversary of the grant date. The shares will be delivered to the reporting person upon vest of RSUs.

4. Each restricted stock unit represents a contingent right to receive one share of common stock at no cost to the reporting person.

5. Cash-settled SARs vest in three equal annual installments beginning on January 1 following the date of grant and expire 10 years from the date of grant.

	By: Jessica Carbullido For: Walter G. Lehmkuhl	09/22/2011
	** 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 5 (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.
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