Edgar Filing: OLD DOMINION FREIGHT LINE INC/VA

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

David S. Congdon

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information To Be Included In Statements Filed

Pursuant To § 240.13d-1(b), (c) And (d) And

Amendments Thereto Filed Pursuant To § 240.13d-2

(Amendment No. 24)*

OLD DOMINION FREIGHT LINE, INC.

(Name of Issuer)

Common Stock (par value $0.10 per share)

(Title of Class of Securities)

679580100

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 679580100

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Item 1.

(a)	Name of Issuer:

Old Dominion Freight Line, Inc.

(b)	Address of Issuer’s Principal Executive Offices:

500 Old Dominion Way

Thomasville, NC 27360

Item 2.

(a)	Names of Persons Filing:

(i)

David S. Congdon

(ii)

David S. Congdon Revocable Trust, dated December 3, 1991

(iii)

Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon

(iv)

Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon

(v)

Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon

(vi)

Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010

(vii)

Kathryn Congdon Harrell Grantor Retained Annuity Trust 2017

(viii)

Marilyn Congdon Nowell Grantor Retained Annuity Trust 2017

(ix)

1998 Earl E. Congdon Family Trust

(x)

Earl and Kathryn Congdon Family Irrevocable Trust - 2011

(xi)

Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012

(xii)

David S. Congdon Grantor Retained Annuity Trust 2017

(xiii)

David S. Congdon Irrevocable Trust #2, dated November 18, 1999

(xiv)

Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004

(xv)

Earl E. Congdon GRAT Remainder Trust

(xvi)

David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell

(xvii)

David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell

(xviii)

David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon

(xix)

Kathryn Leigh Congdon Revocable Declaration of Trust, dated May 23, 2006

(xx)

Marilyn Marie Congdon Revocable Declaration of Trust, dated May 23, 2006

(xxi)

Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby

(xxii)

Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell

(b)	Address of Principal Business Office or, if None, Residence:

As to (i) through (ix), (xi) through (xiv), and (xvi) through (xxii):

500 Old Dominion Way

Thomasville, NC 27360

As to (x) and (xv):

20 Harborage Isle

Fort Lauderdale, FL 33316

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(c)	Citizenship:


As to (i)		USA
As to (ii) through (viii), (xi) through (xiv), and (xvi) through (xxii)		North Carolina
As to (ix)		Virginia
As to (x) and (xv):		Florida

(d)	Title of Class of Securities:

Common Stock ($0.10 par value)

(e)	CUSIP Number:

679580100

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable. This is a joint filing by the persons identified in Item 2, above, pursuant to Rules 13d-1(d) and Rule 13d-1(k) but not a group filing.

Item 4.

Ownership.

The securities reported herein are beneficially owned by David S. Congdon, the David S. Congdon Revocable Trust, dated December 3, 1991; the Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon; the Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon; the Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon; the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010; the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2017; the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2017; the 1998 Earl E. Congdon Family Trust; the Earl and Kathryn Congdon Family Irrevocable Trust—2011; the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012; the David S. Congdon Grantor Retained Annuity Trust 2017; the David S. Congdon Irrevocable Trust #2, dated November 18, 1999; the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004; the Earl E. Congdon GRAT Remainder Trust; the David S. Congdon Irrevocable Trust #1 FBO of Kathryn Harrell; the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell; the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon; the Kathryn Leigh Congdon Revocable Declaration of Trust, dated May 23, 2006; the Marilyn Marie Congdon Revocable Declaration of Trust, dated May 23, 2006; the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby; and the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell. The total securities reported is 4,719,981 shares of the Issuer’s Common Stock, which constitutes 5.8% of such shares as of December 31, 2018.

As of December 31, 2018, David S. Congdon has sole voting and dispositive power with respect to 1,959,760 shares (2.4%) of the Issuer’s Common Stock, of which 7,786 shares are held directly by David S. Congdon; 56,422 shares are held by David S. Congdon in his 401(k) plan; 731,689 shares are held by the David S. Congdon Revocable Trust, dated December 3, 1991; 92,913 shares are held by an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon; 92,914 shares are held an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon; 92,914 shares are held by an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon; 104,341 shares are held by the David S. Congdon Grantor Retained Annuity Trust 2017; 395,000 shares are held by the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004; 192,890 shares are held by the Audrey Congdon Irrevocable

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CUSIP No. 679580100

Trust #1 FBO Megan Oglesby; and 192,891 shares are held by the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell. He shares voting and dispositive power with respect to 2,760,221 shares (3.4%) of the Issuer’s Common Stock, consisting of 152,489 shares held by the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010; 36,415 shares held by the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2017; 18,207 shares held by the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2017; 316,405 shares held by the 1998 Earl E. Congdon Family Trust; 318,357 shares held by the Earl and Kathryn Congdon Family Irrevocable Trust – 2011; 139,384 shares held by the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012; 356,212 shares held by the David S. Congdon Irrevocable Trust #2, dated November 18, 1999; 645,976 shares held by the Earl E. Congdon GRAT Remainder Trust; 209,925 shares held by the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell; 209,926 shares held by the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell; 209,925 shares held by the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon; 64,396 shares held by the Kathryn Leigh Congdon Revocable Declaration of Trust, dated May 23, 2006; and 82,604 shares held by the Marilyn Marie Congdon Revocable Declaration of Trust, dated May 23, 2006. David S. Congdon beneficially owns a total of 4,719,981 shares (5.8%) of the Issuer’s Common Stock.

As of December 31, 2018, the David S. Congdon Revocable Trust, dated December 3, 1991, owns directly 731,689 shares (0.9%) of the Issuer’s Common Stock. David S. Congdon, as Trustee, has sole voting and sole dispositive power over those shares.

As of December 31, 2018, an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, has sole voting and dispositive power with respect to 92,913 shares (0.1%) of the Issuer’s Common Stock. David S. Congdon is the Trustee. Marilyn Congdon is a child of David S. Congdon.

As of December 31, 2018, an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, has sole voting and dispositive power with respect to 92,914 shares (0.1%) of the Issuer’s Common Stock. David S. Congdon is the Trustee. Kathryn Congdon is a child of David S. Congdon.

As of December 31, 2018, an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, has sole voting and dispositive power with respect to 92,914 shares (0.1%) of the Issuer’s Common Stock. David S. Congdon is the Trustee. Ashlyn Congdon is a child of David S. Congdon.

As of December 31, 2018, the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010, beneficially owns 152,489 shares (0.2%) of the Issuer’s Common Stock. Although Mr. Congdon’s daughter, Ashlyn Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2017 beneficially owns 36,415 shares (0.0%) of the Issuer’s Common Stock. Although Mr. Congdon’s daughter, Kathryn Congdon Harrell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

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CUSIP No. 679580100

As of December 31, 2018, the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2017 beneficially owns 18,207 shares (0.0%) of the Issuer’s Common Stock. Although Mr. Congdon’s daughter, Marilyn Congdon Nowell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the 1998 Earl E. Congdon Family Trust, dated July 23, 2003, beneficially owns 316,405 shares (0.4%) of the Issuer’s Common Stock. David S. Congdon is Co-Trustee of that trust.

As of December 31, 2018, the Earl and Kathryn Congdon Family Irrevocable Trust—2011 owns 318,357 shares (0.4%) of the Issuer’s Common Stock. David S. Congdon is Co-Trustee of that trust.

As of December 31, 2018, the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012, owns directly 139,384 shares (0.2%) of the Issuer’s Common Stock. Although Mr. Congdon’s wife, Helen Congdon, as Trustee, has sole voting and sole dispositive power over those shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, David S. Congdon, as Trustee and grantor of the David S. Congdon Grantor Retained Annuity Trust 2017, has sole voting and dispositive power with respect to 104,341 shares (0.1%) of the Issuer’s Common Stock held by the David S. Congdon Grantor Retained Annuity Trust 2017.

As of December 31, 2018, the David S. Congdon Irrevocable Trust #2, dated November 18, 1999, owns directly 356,212 shares (0.4%) of the Issuer’s Common Stock. Although Mr. Congdon’s wife, Helen Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004, owns directly 395,000 shares (0.5%) of the Issuer’s Common Stock. David S. Congdon has sole voting and dispositive power over these shares as Trustee of that trust. Audrey L. Congdon is the sister of David S. Congdon.

As of December 31, 2018, the Earl E. Congdon GRAT Remainder Trust beneficially owns 645,976 shares (0.8%) of the Issuer’s Common Stock. David S. Congdon is Co-Trustee of that trust.

As of December 31, 2018, the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell beneficially owns 209,925 shares (0.3%) of the Issuer’s Common Stock. Although Mr. Congdon’s wife, Helen Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the David S. Congdon Irrevocable Trust #1 FBO Marilyn Congdon beneficially owns 209,926 shares (0.3%) of the Issuer’s Common Stock. Although Mr. Congdon’s wife, Helen Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

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CUSIP No. 679580100

As of December 31, 2018, the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon beneficially owns 209,925 shares (0.3%) of the Issuer’s Common Stock. Although Mr. Congdon’s wife, Helen Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the Kathryn Leigh Congdon Revocable Declaration of Trust, dated May 23, 2006, beneficially owns 64,396 shares (0.1%) of the Issuer’s Common Stock. Although Mr. Congdon’s daughter, Kathryn Congdon Harrell, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the Marilyn Marie Congdon Revocable Declaration of Trust, dated May 23, 2006, beneficially owns 82,604 shares (0.1%) of the Issuer’s Common Stock. Although Mr. Congdon’s daughter, Marilyn Congdon Nowell, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.

As of December 31, 2018, the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby beneficially owns 192,890 shares (0.2%) of the Issuer’s Common Stock. David S. Congdon has sole voting and dispositive power over these shares as Trustee of that trust. Audrey L. Congdon is the sister of David S. Congdon.

As of December 31, 2018, the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell beneficially owns 192,891 shares (0.2%) of the Issuer’s Common Stock. David S. Congdon has sole voting and dispositive power over these shares as Trustee of that trust. Audrey L. Congdon is the sister of David S. Congdon.

(a)

Amount beneficially owned:

(i)

4,719,981

(ii)

731,689

(iii)

92,913

(iv)

92,914

(v)

92,914

(vi)

152,489

(vii)

36,415

(viii)

18,207

(ix)

316,405

(x)

318,357

(xi)

139,384

(xii)

104,341

(xiii)

356,212

(xiv)

395,000

(xv)

645,976

(xvi)

209,925

(xvii)

209,926

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CUSIP No. 679580100

(xviii)

209,925

(xix)

64,396

(xx)

82,604

(xxi)

192,890

(xxii)

192,891

(b)

Percent of Class:

(i)

5.8%

(ii)

0.9%

(iii)

0.1%

(iv)

0.1%

(v)

0.1%

(vi)

0.2%

(vii)

0.0%

(viii)

0.0%

(ix)

0.4%

(x)

0.4%

(xi)

0.2%

(xii)

0.1%

(xiii)

0.4%

(xiv)

0.5%

(xv)

0.8%

(xvi)

0.3%

(xvii)

0.3%

(xviii)

0.3%

(xix)

0.1%

(xx)

0.1%

(xxi)

0.2%

(xxii)

0.2%

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(i)

1,959,760

(ii)

731,689

(iii)

92,913

(iv)

92,914

(v)

92,914

(vi)

-0-

(vii)

-0-

(viii)

-0-

(ix)

-0-

(x)

-0-

(xi)

-0-

(xii)

104,341

(xiii)

-0-

(xiv)

395,000

(xv)

-0-

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CUSIP No. 679580100

(xvi)

-0-

(xvii)

-0-

(xviii)

-0-

(xix)

-0-

(xx)

-0-

(xxi)

192,890

(xxii)

192,891

(ii)

Shared power to vote or to direct the vote

(i)

2,760,221

(ii)

-0-

(iii)

-0-

(iv)

-0-

(v)

-0-

(vi)

152,489

(vii)

36,415

(viii)

18,207

(ix)

316,405

(x)

318,357

(xi)

139,384

(xii)

-0-

(xiii)

356,212

(xiv)

-0-

(xv)

645,976

(xvi)

209,925

(xvii)

209,926

(xviii)

209,925

(xix)

64,396

(xx)

82,604

(xxi)

-0-

(xxii)

-0-

(iii)

Sole power to dispose or to direct the disposition of

(i)

1,959,760

(ii)

731,689

(iii)

92,913

(iv)

92,914

(v)

92,914

(vi)

-0-

(vii)

-0-

(viii)

-0-

(ix)

-0-

(x)

-0-

(xi)

-0-

(xii)

104,341

(xiii)

-0-

(xiv)

395,000

(xv)

-0-

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CUSIP No. 679580100

(xvi)

-0-

(xvii)

-0-

(xviii)

-0-

(xix)

-0-

(xx)

-0-

(xxi)

192,890

(xxii)

192,891

(iv)

Shared power to dispose or to direct the disposition of

(i)

2,760,221

(ii)

-0-

(iii)

-0-

(iv)

-0-

(v)

-0-

(vi)

152,489

(vii)

36,415

(viii)

18,207

(ix)

316,405

(x)

318,357

(xi)

139,384

(xii)

-0-

(xiii)

356,212

(xiv)

-0-

(xv)

645,976

(xvi)

209,925

(xvii)

209,926

(xviii)

209,925

(xix)

64,396

(xx)

82,604

(xxi)

-0-

(xxii)

-0-

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

See information in Item 4, above.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

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CUSIP No. 679580100

Item 8.

Identification and Classification of Members of the Group

See Item 3 and Item 4, above.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certifications

Not Applicable

This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report.

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CUSIP No. 679580100

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

February 8, 2019

DAVID S. CONGDON

/s/ David S. Congdon

David S. Congdon

DAVID S. CONGDON REVOCABLE TRUST, DATED DECEMBER 3, 1991


By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON


By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON


By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON


By:		/s/ David S. Congdon
		David S. Congdon, Trustee

ASHLYN LANE CONGDON REVOCABLE INTERVIVOS TRUST, DATED DECEMBER 7, 2010


By:		/s/ Ashlyn L. Congdon
		Ashlyn L. Congdon, Trustee

KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2017

By: CIBC National Trust Company, Trustee


		By:		/s/ Leah M. Caracheo
				Leah M. Caracheo, Senior Vice President

MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2017

By: CIBC National Trust Company, Trustee


		By:		/s/ Leah M. Caracheo
				Leah M. Caracheo, Senior Vice President

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CUSIP No. 679580100

1998 EARL E. CONGDON FAMILY TRUST



By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011



By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

HELEN S. CONGDON REVOCABLE INTER VIVOS TRUST, DATED APRIL 24, 2012



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2017



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #2, DATED NOVEMBER 18, 1999



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

AUDREY L. CONGDON IRREVOCABLE TRUST #2, DATED MAY 28, 2004



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

EARL E. CONGDON GRAT REMAINDER TRUST



By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO KATHRYN HARRELL



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO MARILYN NOWELL



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO ASHLYN CONGDON



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

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CUSIP No. 679580100

KATHRYN LEIGH CONGDON REVOCABLE DECLARATION OF TRUST, DATED MAY 23 2006



By:		/s/ Kathryn C. Harrell
		Kathryn C. Harrell, Trustee

MARILYN MARIE CONGDON REVOCABLE DECLARATION OF TRUST, DATED MAY 23 2006



By:		/s/ Marilyn C. Nowell
		Marilyn C. Nowell, Trustee

AUDREY CONGDON IRREVOCABLE TRUST #1 FBO MEGAN OGLESBY



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

AUDREY CONGDON IRREVOCABLE TRUST #1 FBO SETH YOWELL



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

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CUSIP No. 679580100

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G/A and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 8, 2019.

DAVID S. CONGDON

/s/ David S. Congdon

David S. Congdon

DAVID S. CONGDON REVOCABLE TRUST, DATED DECEMBER 3, 1991



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

ASHLYN LANE CONGDON REVOCABLE INTERVIVOS TRUST, DATED DECEMBER 7, 2010



By:		/s/ Ashlyn L. Congdon
		Ashlyn L. Congdon, Trustee

KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2017



By: CIBC National Trust Company, Trustee

By:		/s/ Leah M. Caracheo
		Leah M. Caracheo, Senior Vice President

Page 36 of 38 pages

CUSIP No. 679580100

MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2017



By: CIBC National Trust Company, Trustee

	By:	/s/ Leah M. Caracheo
		Leah M. Caracheo, Senior Vice President


1998 EARL E. CONGDON FAMILY TRUST

By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011



By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

HELEN S. CONGDON REVOCABLE INTER VIVOS TRUST, DATED APRIL 24, 2012



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2017



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #2, DATED NOVEMBER 18, 1999



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

AUDREY L. CONGDON IRREVOCABLE TRUST #2, DATED MAY 28, 2004



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

EARL E. CONGDON GRAT REMAINDER TRUST



By:		/s/ David S. Congdon
		David S. Congdon, Co-Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO KATHRYN HARRELL



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

Page 37 of 38 pages

CUSIP No. 679580100

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO MARILYN NOWELL



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

DAVID S. CONGDON IRREVOCABLE TRUST #1 FBO ASHLYN CONGDON



By:		/s/ Helen S. Congdon
		Helen S. Congdon, Trustee

KATHRYN LEIGH CONGDON REVOCABLE DECLARATION OF TRUST, DATED MAY 23 2006



By:		/s/ Kathryn C. Harrell
		Kathryn C. Harrell, Trustee

MARILYN MARIE CONGDON REVOCABLE DECLARATION OF TRUST, DATED MAY 23 2006



By:		/s/ Marilyn C. Nowell
		Marilyn C. Nowell, Trustee

AUDREY CONGDON IRREVOCABLE TRUST #1 FBO MEGAN OGLESBY



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

AUDREY CONGDON IRREVOCABLE TRUST #1 FBO SETH YOWELL



By:		/s/ David S. Congdon
		David S. Congdon, Trustee

Page 38 of 38 pages