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 JOHN R JR
(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
(Street)
THOMASVILLE NC 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 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)
04/30/2012
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)
Code V Amount (A) or (D) Price
Common Stock 04/30/2012 G V 103,844 A $0 892,636 I As trustee of John R. Congdon, Jr. Revocable Trust
Common Stock 05/18/2012 G V 1,824 D $0 890,812 I As trustee of John R. Congdon, Jr. Revocable Trust
Common Stock 05/18/2012 G V 304 A $0 855,568(2)(1)(3)(4)(6)(7)(8)(5) I As trustee of John R. Congdon, Jr. Revocable Trust
Common Stock 07/09/2012 G V 16,005 D $0 0(1) I As trustee of John R. Congdon, Jr. 2010 GRAT #1
Common Stock 12/28/2012 G V 197,992 D $0 137,688(6)(5) I By Congdon Family, LLC(9)
Common Stock 83,084(6)(8) I As trustee of the John R. Congdon, Jr. 2009 GRAT
Common Stock 46,231(2)(6) I As trustee of John R. Congdon, Jr. 2010 GRAT #2
Common Stock 101,186(6)(7) I As trustee of John R. Congdon, Jr. 2011 GRAT #1
Common Stock 112,500(3)(6) I As trustee of John R. Congdon, Jr. 2012 GRAT #1
Common Stock 112,500(4)(6) I As trustee of John R. Congdon, Jr. 2012 GRAT #2
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects a transfer of 11,196 shares from the John R. Congdon, Jr. 2010 GRAT #1 to the John R. Congdon, Jr. Revocable Trust on July 9, 2012.
2. Reflects a transfer of 3,479 shares from the John R. Congdon, Jr. 2010 GRAT #2 to the John R. Congdon, Jr. Revocable Trust on July 9, 2012.
3. Reflects a transfer of 75,000 shares from the John R. Congdon, Jr. Revocable Trust to the John R. Congdon, Jr. 2012 GRAT #1 on August 20, 2012.
4. Reflects a transfer of 75,000 shares from the John R. Congdon, Jr. Revocable Trust to the John R. Congdon, Jr. 2012 GRAT #2 on August 20, 2012.
5. Reflects a transfer of 223,787 shares (335,680 shares after the September 10, 2012 stock split) from the John R. Congdon, Jr. Revocable Trust to Congdon Family, LLC on August 30, 2012.
6. Adjusted to reflect a three-for-two stock split on September 10, 2012.
7. Reflects a transfer of 48,819 shares from the John R. Congdon, Jr. 2011 GRAT #1 to the John R. Congdon, Jr. Revocable Trust on September 13, 2012.
8. Reflects a transfer of 8,743 shares from the John R. Congdon, Jr. 2009 GRAT to the John R. Congdon, Jr. Revocable Trust on November 26, 2012.
9. The John R. Congdon, Jr. Revocable Trust, which John R. Congdon, Jr. serves as the trustee of, is a member of Congdon Family, LLC. John R. Congdon, Jr. serves as a manager of Congdon Family, LLC. On December 28, 2012, the John R. Congdon, Jr. Revocable Trust transferred part of its membership interest in Congdon Family, LLC to various other trusts in which John R. Congdon, Jr. has no pecuniary interest.
Remarks:
/s/ John R. Congdon, Jr. 02/12/2013
** 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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