Edgar Filing: CONGDON JOHN R

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONGDON JOHN R

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)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
Vice Chairman of the Board / Member of Section 13(d) group

(Last)

(First)

(Middle)

C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2012

(Street)

THOMASVILLE, NC 27360

4. If Amendment, Date 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

(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	04/30/2012		G	V	311,532	D	$ 0	0 ⁽¹⁾	I	As trustee of the John R. Congdon 2010 GRAT
Common Stock	05/18/2012		G	V	3,344	D	$ 0	1,993,046 ⁽¹⁾	I	As trustee of John R. Congdon Revocable Trust
Common Stock	05/30/2012		G	V	873	D	$ 0	644,733 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	As trustee of John R. Congdon Revocable Trust
Common Stock								675,000 ⁽²⁾ ⁽⁴⁾	I	As trustee of the John R. Congdon 2012 GRAT No. 1
Common Stock								1,668,526 ⁽³⁾ ⁽⁴⁾	I	By Congdon Family, LLC ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 JOHN R C/O OLD DOMINION FREIGHT LINE, INC. 500 OLD DOMINION WAY THOMASVILLE, NC 27360	X	X	Vice Chairman of the Board	Member of Section 13(d) group

Signatures

/s/ John R. Congdon		02/12/2013
^**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)	Reflects a transfer of 256,136 shares from the John R. Congdon 2010 GRAT to the John R. Congdon Revocable Trust on April 30, 2012.
(2)	Reflects a transfer of 450,000 shares from the John R. Congdon Revocable Trust to the John R. Congdon 2012 GRAT No. 1 on August 20, 2012.
(3)	Reflects a transfer of 1,112,351 shares (1,668,526 shares after the September 10, 2012 stock split) from the John R. Congdon Revocable Trust to Congdon Family, LLC on August 30, 2012.
(4)	Adjusted to reflect a three-for-two stock split on September 10, 2012.
(5)	The John R. Congdon Revocable Trust, which John R. Congdon serves as the trustee of, is a member of Congdon Family, LLC. John R. Congdon serves as a manager of Congdon Family, LLC.

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