Edgar Filing: OLD DOMINION FREIGHT LINE INC/VA

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONGDON JEFFREY W

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

(Last)

(First)

(Middle)

7511 WHITEPINE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2013

(Street)

RICHMOND, VA 23237

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/30/2013		G	V	61,186	D	$ 0	0 ⁽¹⁾ ⁽⁵⁾	I	As trustee of Jeffrey W. Congdon 2011 GRAT #1
Common Stock	11/20/2013		G	V	1,130	D	$ 0	815,331 ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock	11/20/2013		G	V	2,264	D	$ 0	860,924 ⁽²⁾	I	As trustee of Susan C. Terry Revocable Trust
Common Stock	11/20/2013		G	V	858,078	A	$ 0	858,078 ⁽²⁾ ⁽¹⁾	I	As co-trustees of John R. Congdon Irrevocable Trust
Common Stock								1,806,214	I	By Congdon Family, LLC ⁽³⁾
Common Stock								1,806,214 ⁽¹⁾	I	By Congdon Family, LLC ⁽⁴⁾
Common Stock								76,088 ⁽¹⁾ ⁽¹¹⁾	I	As trustee of Jeffrey W. Congdon 2009 GRAT
Common Stock								42,083 ⁽¹⁾ ⁽⁶⁾	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock								76,943 ⁽¹⁾ ⁽⁷⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #1
Common Stock								101,798 ⁽¹⁾ ⁽⁸⁾	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock								50,000 ⁽¹⁾ ⁽⁹⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock								50,000 ⁽¹⁾ ⁽¹⁰⁾	I	As trustee of Jeffrey W. Congdon 2013 GRAT #2

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONGDON JEFFREY W 7511 WHITEPINE ROAD RICHMOND, VA 23237		X		Member of Section 13(d) group
TERRY SUSAN C 7511 WHITEPINE ROAD RICHMOND, VA 23237		X		Member of Section 13(d) group

Signatures

/s/ John R. Congdon, Jr., by Power of Attorney		02/12/2014
^**Signature of Reporting Person		Date
/s/ John R. Congdon, Jr., by Power of Attorney		02/12/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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. Following the death of John R. Congdon, on November 20, 2013 Susan C. Terry became a co-trustee of The John R. Congdon Irrevocable Trust, which also is a member of Congdon Family, LLC. The reported amount includes The John R. Congdon Irrevocable Trust's membership interest in 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. Following the death of John R. Congdon, on November 20, 2013 Jeffrey W. Congdon became a co-trustee of The John R. Congdon Irrevocable Trust, which also is a member of Congdon Family, LLC. The reported amount includes The John R. Congdon Irrevocable Trust's membership interest in Congdon Family, LLC.
(5)	Reflects a transfer of 39,995 shares from the Jeffrey W. Congdon 2011 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 30, 2013.
(6)	Reflects a transfer of 4,148 shares from the Jeffrey W. Congdon 2010 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 6, 2013.
(7)	Reflects a transfer of 35,557 shares from the Jeffrey W. Congdon 2012 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 21, 2013.
(8)	Reflects a transfer of 10,702 shares from the Jeffrey W. Congdon 2012 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 21, 2013.
(9)	Reflects a transfer of 50,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2013 GRAT #1 on November 20, 2013.
(10)	Reflects a transfer of 50,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2013 GRAT #2 on November 20, 2013.
(11)	Reflects a transfer of 6,996 shares from the Jeffrey W. Congdon 2009 GRAT to the Jeffrey W. Congdon Revocable Trust on November 25, 2013.

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