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^*

CONGDON JEFFREY W

(Last)

(First)

(Middle)

300 ARBORETUM PLACE

SUITE 600

(Street)

NORTH CHESTERFIELD

23236

(City)

(State)

(Zip)

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)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2015

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

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

	Form filed by One Reporting Person
X	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	05/22/2015		G	V	1,197,337	D	$0	608,877⁽¹⁾	I	By Congdon Family, LLC⁽⁴⁾
Common Stock	05/22/2015		G	V	1,112,350	D	$0	693,864	I	By Congdon Family, LLC⁽³⁾
Common Stock	07/21/2015		G	V	34,705	D	$0	0⁽¹⁾⁽⁵⁾	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock	08/28/2015		W	V	170,066	D	$0	0⁽²⁾⁽¹⁾	I	As co-executors of the estate of John R. Congdon
Common Stock	08/28/2015		W	V	56,689	A	$0	777,161⁽¹⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock	08/28/2015		G	V	7,942	D	$0	841,329⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock	08/28/2015		W	V	56,689	A	$0	1,014,809⁽²⁾	I	As trustee of Susan C. Terry Revocable Trust
Common Stock	08/28/2015		G	V	100,000	D	$0	914,809⁽²⁾	I	As trustee of Susan C. Terry Revocable Trust
Common Stock	08/28/2015		G	V	539,209	A	$0	539,209⁽²⁾	I	By Terry Family Associates, LLC
Common Stock	11/25/2015		G	V	13,662	D	$0	0⁽¹⁾⁽⁹⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock								83,610⁽¹⁾⁽⁷⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock								39,344⁽¹⁾⁽¹⁰⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #2
Common Stock								52,667⁽¹⁾⁽⁸⁾	I	As trustee of Jeffrey W. Congdon 2014 GRAT
Common Stock								100,000⁽¹⁾⁽⁶⁾	I	As trustee of Jeffrey W. Congdon 2015 GRAT

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)

1. Name and Address of Reporting Person^*

CONGDON JEFFREY W

(Last)

(First)

(Middle)

300 ARBORETUM PLACE

SUITE 600

(Street)

NORTH CHESTERFIELD

23236

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

1. Name and Address of Reporting Person^*

TERRY SUSAN C

(Last)

(First)

(Middle)

300 ARBORETUM PLACE

SUITE 600

(Street)

NORTH CHESTERFIELD

23236

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

Explanation of Responses:

1. These securities are beneficially owned by Jeffrey W. Congdon, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.

2. These securities are beneficially owned by Susan C. Terry, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.

3. Susan C. Terry disclaims beneficial ownership of the reported securities. The Susan C. Terry Revocable Trust, which Susan C. Terry serves as the trustee of, is a member of Congdon Family, LLC.

4. Jeffrey W. Congdon serves as a manager of Congdon Family, LLC. The Jeffrey W. Congdon Revocable Trust, which Jeffrey W. Congdon serves as the trustee of, is a member of Congdon Family, LLC.

5. Reflects a transfer of 3,910 shares from the Jeffrey W. Congdon 2010 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on July 21, 2015.

6. Reflects a transfer of 100,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2015 GRAT on August 18, 2015.

7. Reflects a transfer of 9,657 shares from the Jeffrey W. Congdon 2012 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 24, 2015.

8. Reflects a transfer of 47,333 shares from the Jeffrey W. Congdon 2014 GRAT to the Jeffrey W. Congdon Revocable Trust on August 28, 2015.

9. Reflects a transfer of 21,299 shares from the Jeffrey W. Congdon 2013 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on November 25, 2015.

10. Reflects a transfer of 3,478 shares from the Jeffrey W. Congdon 2013 GRAT #2 to Jeffrey W. Congdon Revocable Trust on November 25, 2015.

Remarks:

	/s/ John R. Congdon, Jr., by Power of Attorney	02/12/2016
	/s/ John R. Congdon, Jr., by Power of Attorney	02/12/2016
	** 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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