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^*

YOWELL AUDREY C

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

(Street)

HIGH POINT

27262

(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)

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)
09/13/2010

4. If Amendment, Date of 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

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	09/13/2010		S⁽¹⁾		8,415	D	$25.4195⁽⁶⁾	837,810⁽²⁾	I	As trustee of Audrey L. Congdon Revocable Trust dated 2/17/05
Common Stock	09/13/2010		S⁽¹⁾		216	D	$25.4195⁽⁶⁾	46,867⁽²⁾	I	By Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04 (David Congdon, trustee)
Common Stock	09/13/2010		S⁽¹⁾		4,143	D	$25.4195⁽⁶⁾	150,459⁽²⁾	I	As co-trustee of Seth Morgan Yowell Irrevocable Inter Vivos Trust
Common Stock	09/13/2010		S⁽¹⁾		4,143	D	$25.4195⁽⁶⁾	150,459⁽²⁾	I	As co-trustee of Megan Elise Yowell Irrevocable Inter Vivos Trust
Common Stock								8,929⁽²⁾	D
Common Stock								257,188⁽²⁾	I	By husband as trustee of Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock								150,000⁽²⁾	I	As trustee of Audrey L. Congdon February 2010 Grantor Retained Annuity Trust
Common Stock								58,198⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Megan Yowell
Common Stock								58,198⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Seth Yowell
Common Stock								25,937⁽²⁾	I	By husband's 401(k) plan
Common Stock								104,856⁽²⁾	I	By husband
Common Stock								75,798⁽²⁾	I	As trustee of Karen C. Pigman Irrevocable Trust Number One
Common Stock								163,626⁽²⁾	I	As trustee of Karen C. Pigman February 2009 Grantor Retained Annuity Trust
Common Stock								430,651⁽²⁾	I	As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock	09/13/2010		S⁽¹⁾		216	D	$25.4195⁽⁶⁾	46,867⁽³⁾	D
Common Stock	09/13/2010		S⁽¹⁾		4,143	D	$25.4195⁽⁶⁾	150,459⁽⁴⁾	D
Common Stock	09/13/2010		S⁽¹⁾		4,143	D	$25.4195⁽⁶⁾	150,459⁽⁵⁾	D
Common Stock	09/14/2010		S⁽¹⁾		6,021	D	$25.4546⁽⁷⁾	831,789⁽²⁾	I	As trustee of Audrey L. Congdon Revocable Trust dated 2/17/05
Common Stock	09/14/2010		S⁽¹⁾		154	D	$25.4546⁽⁷⁾	46,713⁽²⁾	I	By Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04 (David Congdon, trustee)
Common Stock	09/14/2010		S⁽¹⁾		2,964	D	$25.4546⁽⁷⁾	147,495⁽²⁾	I	As co-trustee of Seth Morgan Yowell Irrevocable Inter Vivos Trust
Common Stock	09/14/2010		S⁽¹⁾		2,964	D	$25.4546⁽⁷⁾	147,495⁽²⁾	I	As co-trustee of Megan Elise Yowell Irrevocable Inter Vivos Trust
Common Stock	09/14/2010		S⁽¹⁾		154	D	$25.4546⁽⁷⁾	46,713⁽³⁾	D
Common Stock	09/14/2010		S⁽¹⁾		2,964	D	$25.4546⁽⁷⁾	147,495⁽⁴⁾	D
Common Stock	09/14/2010		S⁽¹⁾		2,964	D	$25.4546⁽⁷⁾	147,495⁽⁵⁾	D

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)

1. Name and Address of Reporting Person^*

YOWELL AUDREY C

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

(Street)

HIGH POINT

27262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

1. Name and Address of Reporting Person^*

Audrey L. Congdon Irrevocable Trust Number Two

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

(Street)

HIGH POINT

27262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

1. Name and Address of Reporting Person^*

Seth Morgan Yowell Irrevocable Inter Vivos Trust

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

(Street)

HIGH POINT

27262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

1. Name and Address of Reporting Person^*

Megan Elise Yowell Irrevocable Inter Vivos Trust

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

(Street)

HIGH POINT

27262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Section 13(d) group

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2010.

2. These securities are beneficially owned by Audrey L. Congdon Yowell, 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.

3. These securities are beneficially owned by the Audrey L. Congdon Irrevocable Trust Number Two, which 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.

4. These securities are beneficially owned by the Seth Morgan Yowell Irrevocable Inter Vivos Trust, which 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.

5. These securities are beneficially owned by the Megan Elise Yowell Irrevocable Inter Vivos Trust, which 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.33 to $25.47, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.33 to $25.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Joel B. McCarty, Jr., by Power of Attorney	09/15/2010
	/s/ Joel B. McCarty, Jr., by Power of Attorney	09/15/2010
	/s/ Joel B. McCarty, Jr., by Power of Attorney	09/15/2010
	/s/ Joel B. McCarty, Jr., by Power of Attorney	09/15/2010
	** 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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