SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gonzalez Saul

(Last)

(First)

(Middle)

2211 OLD EARHART ROAD, SUITE 100

(Street)

ANN ARBOR

48105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2012

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)
	COO, Con-way Truckload

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	11,029⁽¹⁾	D
Common Stock	615.2601	I	by 401(k)⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2019	Common Stock	7,842	$20.27	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	02/07/2021	Common Stock	6,771	$31.89	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/28/2018	Common Stock	3,779	$44.09	D
Phantom Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,022.755	⁽⁵⁾	D
Stock Appreciation Rights	⁽⁶⁾	02/09/2020	Common Stock	6,755	$28.92	D

Explanation of Responses:

1. Includes 8,491 Restricted Stock Units granted under the Con-way Inc. 2006 Equity and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. Shares held in account under a Con-way Inc. 401(k) plan.

3. The option vested in three equal annual installments, beginning on the January 1 following the date of grant.

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

5. Shares of phantom stock are acquired on a 1-for-1 basis under the Company's deferred compensation plan either upon an election to convert a stated amount of a reporting person's existing account balance or through the reinvestment of dividend-equivalents. Phantom stock becomes payable, in cash or common stock, at the discretion of the Compensation Committee, upon the reporting person's termination of employment.

6. Cash-settled SARs vest in three equal annual installments beginning on the January 1 following the date of grant.

	By: Jessica Carbullido For: Saul Gonzalez	07/06/2012
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.