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 JOHN B

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2009

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	10/27/2009		G	V	888	A	$0	550,556	I	By wife as trustee for Audrey L. Congdon Revocable Trust dated 3/27/92
Common Stock	10/27/2009		G	V	888	A	$0	38,799	I	By wife as trustee for Irrevocable Trust Agreement dated 12/18/98 fbo Megan Yowell
Common Stock	10/27/2009		G	V	888	A	$0	38,799	I	By wife as trustee for Irrevocable Trust Agreement dated 12/18/98 fbo Seth Yowell
Common Stock	10/27/2009		G	V	888	A	$0	68,904	D
Common Stock	11/24/2009		G	V	2,880	D	$0	547,676	I	By wife as trustee for Audrey L. Congdon Revocable Trust dated 3/27/92
Common Stock	11/24/2009		G	V	1,880	A	$0	171,459	I	By wife as trustee for Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock	11/24/2009		G	V	1,000	A	$0	69,904	D
Common Stock								206,136	I	By wife as custodian for minor children of Mr. Yowell
Common Stock								31,389	I	By Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04 (David Congdon, Trustee)
Common Stock								91,297⁽¹⁾	I	By wife as trustee for Audrey Lee Congdon Revocable Trust dated 2/17/05
Common Stock								17,292	I	By 401(k) plan
Common Stock								5,953	I	By wife
Common Stock								287,101	I	By wife as co-trustee of the Earl E. Congdon GRAT Remainder Trust⁽²⁾
Common Stock								46,230⁽¹⁾	I	By wife as trustee for Audrey L. Congdon March 2008 Grantor Retained Annuity 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)
Phanton Stock	⁽³⁾	02/08/2010		A		2,506		⁽⁴⁾	⁽⁴⁾	Common Stock	2,506	$0	10,974	D

Explanation of Responses:

1. Reflects a transfer of 53,770 shares from the Audrey L. Congdon March 2008 Grantor Retained Annuity Trust to the Audrey Lee Congdon Revocable Trust dated 2/17/05 on April 28, 2009.

2. Previously reported as the Earl E. Congdon 2003 GRAT Remainder Trust.

3. Each share of phantom stock is the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock.

4. The award will settle on the earlier of (a) the date of the reporting person's termination of employment on or after attainment of age 55 for any reason other than death, total disability or for cause; (b) the date of the reporting person's death while employed by the issuer; or (c) the date of the reporting person's termination of employment as a result of his total disability.

Remarks:

	/s/ Joel B. McCarty, Jr., by Power of Attorney	02/09/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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