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 EARL E

(Last)

(First)

(Middle)

C/O OLD DOMINION FREIGHT LINE, INC.

500 OLD DOMINION WAY

(Street)

THOMASVILLE

27360

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

4. 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 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	05/26/2016		A		5,334	A	$0	5,334	D
Common Stock								39,794	I	By 401(k) plan
Common Stock								734,540⁽¹⁾	I	By Earl E. Congdon Trust - 1990
Common Stock								209,121⁽²⁾	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock								392,330	I	By Earl. E Congdon Grantor Retained Annuity Trust 2014
Common Stock								235,398	I	By wife as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2014
Common Stock								645,976	I	By Earl E. Congdon GRAT Remainder Trust

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)

Explanation of Responses:

1. Reflects a transfer of 2,442 shares from the Earl E. Congdon Revocable Trust - 1990 as follows: 222 shares to each of the (1) David S. Congdon Revocable Trust Dated 12/3/91; (2) Karen C. Pigman Revocable Trust Restated 6/8/2011; (3) Audrey Lee Congdon Revocable Trust Dated 2/17/05; (4) Irrevocable Trust Dated 12/18/98 fbo Kathryn Congdon; (5) Irrevocable Trust Dated 12/18/98 fbo Marilyn Congdon; (6) Irrevocable Trust Dated 12/18/98 fbo Ashlyn Congdon; (7) Irrevocable Trust Dated 12/18/98 fbo Melissa Penley; (8) Irrevocable Trust Dated 12/18/98 fbo Matthew Penley; (9) Irrevocable Trust Dated 12/18/98 fbo Mark Penley; (10) Irrevocable Trust Dated 12/18/98 fbo Megan Yowell; and (11) Irrevocable Trust Dated 12/18/98 fbo Seth Yowell.

2. Reflects a transfer of 2,442 shares from the Kathryn W. Congdon Revocable Trust - 1990 in the same manner as the transfer described in footnote (1).

	/s/ Ross H. Parr, by Power of Attorney	05/31/2016
	** 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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