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 Helen S

(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)
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)
10/29/2010
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)
Code V Amount (A) or (D) Price
Common Stock 10/29/2010 S(1) 520 D $28.0069(5) 58,622(2) D
Common Stock 10/29/2010 S(1) 6,218 D $28.0069(5) 678,429(2) I By husband as trustee of David S. Congdon Revocable Trust
Common Stock 10/29/2010 S(1) 3,316 D $28.0069(5) 121,796(2) I By husband as custodian for minor child
Common Stock 10/29/2010 S(1) 3,316 D $28.0069(5) 121,801(3) I As trustee of Marilyn Marie Congdon Revocable Declaration of Trust
Common Stock 10/29/2010 S(1) 3,316 D $28.0069(5) 121,801(4) I As trustee of Kathryn Leigh Congdon Revocable Declaration of Trust
Common Stock 31,175(2) I By husband
Common Stock 32,571(2) I By husband's 401(k) plan
Common Stock 418,551(2) I As trustee of David S. Congdon Irrevocable Trust #1 dated 12/1/92
Common Stock 37,050(2) I As trustee of David S. Congdon Irrevocable Trust #2 dated 11/18/99
Common Stock 150,000(2) I By husband as trustee of David S. Congdon February 2010 Grantor Retained Annuity Trust
Common Stock 58,198(2) I By husband as trustee of an Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
Common Stock 58,198(2) I By husband as trustee of an Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
Common Stock 58,198(2) I By husband as trustee of an Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock 430,651(2) I By husband as co-trustee of the Earl E. Congdon GRAT Remainder Trust
Common Stock 11/01/2010 S(1) 25 D $28.114(6) 58,597(2) D
Common Stock 11/01/2010 S(1) 282 D $28.114(6) 678,147(2) I By husband as trustee of David S. Congdon Revocable Trust
Common Stock 11/01/2010 S(1) 150 D $28.114(6) 121,646(2) I By husband as custodian for minor child
Common Stock 11/01/2010 S(1) 150 D $28.114(6) 121,651(3) I As trustee of Marilyn Marie Congdon Revocable Declaration of Trust
Common Stock 11/01/2010 S(1) 150 D $28.114(6) 121,651(4) I As trustee of Kathryn Leigh Congdon Revocable Declaration of 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Congdon Helen S

(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY

(Street)
THOMASVILLE NC 27360

(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*
Congdon Kathryn L.

(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY

(Street)
THOMASVILLE NC 27360

(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*
Congdon Marilyn M

(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY

(Street)
THOMASVILLE NC 27360

(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 Helen S. Congdon, 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 Marilyn M. Congdon, 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.
4. These securities are beneficially owned by Kathryn L. Congdon, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.08, 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.16, 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 11/02/2010
/s/ Joel B. McCarty, Jr., by Power of Attorney 11/02/2010
/s/ Joel B. McCarty, Jr., by Power of Attorney 11/02/2010
** 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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