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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/30/2013 | G | V | 61,186 | D | $0 | 0(1)(5) | I | As trustee of Jeffrey W. Congdon 2011 GRAT #1 | |
Common Stock | 11/20/2013 | G | V | 1,130 | D | $0 | 815,331(1)(5)(6)(7)(8)(9)(10)(11) | I | As trustee of Jeffrey W. Congdon Revocable Trust | |
Common Stock | 11/20/2013 | G | V | 2,264 | D | $0 | 860,924(2) | I | As trustee of Susan C. Terry Revocable Trust | |
Common Stock | 11/20/2013 | G | V | 858,078 | A | $0 | 858,078(2)(1) | I | As co-trustees of John R. Congdon Irrevocable Trust | |
Common Stock | 1,806,214 | I | By Congdon Family, LLC(3) | |||||||
Common Stock | 1,806,214(1) | I | By Congdon Family, LLC(4) | |||||||
Common Stock | 76,088(1)(11) | I | As trustee of Jeffrey W. Congdon 2009 GRAT | |||||||
Common Stock | 42,083(1)(6) | I | As trustee of Jeffrey W. Congdon 2010 GRAT #2 | |||||||
Common Stock | 76,943(1)(7) | I | As trustee of Jeffrey W. Congdon 2012 GRAT #1 | |||||||
Common Stock | 101,798(1)(8) | I | As trustee of Jeffrey W. Congdon 2012 GRAT #2 | |||||||
Common Stock | 50,000(1)(9) | I | As trustee of Jeffrey W. Congdon 2013 GRAT #1 | |||||||
Common Stock | 50,000(1)(10) | I | As trustee of Jeffrey W. Congdon 2013 GRAT #2 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are beneficially owned by Jeffrey W. 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 identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012. |
2. These securities are beneficially owned by Susan C. Terry, 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 identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012. |
3. Susan C. Terry disclaims beneficial ownership of the reported securities. The Susan C. Terry Revocable Trust, which Susan C. Terry serves as the trustee of, is a member of Congdon Family, LLC. Following the death of John R. Congdon, on November 20, 2013 Susan C. Terry became a co-trustee of The John R. Congdon Irrevocable Trust, which also is a member of Congdon Family, LLC. The reported amount includes The John R. Congdon Irrevocable Trust's membership interest in Congdon Family, LLC. |
4. Jeffrey W. Congdon serves as a manager of Congdon Family, LLC. The Jeffrey W. Congdon Revocable Trust, which Jeffrey W. Congdon serves as the trustee of, is a member of Congdon Family, LLC. Following the death of John R. Congdon, on November 20, 2013 Jeffrey W. Congdon became a co-trustee of The John R. Congdon Irrevocable Trust, which also is a member of Congdon Family, LLC. The reported amount includes The John R. Congdon Irrevocable Trust's membership interest in Congdon Family, LLC. |
5. Reflects a transfer of 39,995 shares from the Jeffrey W. Congdon 2011 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 30, 2013. |
6. Reflects a transfer of 4,148 shares from the Jeffrey W. Congdon 2010 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 6, 2013. |
7. Reflects a transfer of 35,557 shares from the Jeffrey W. Congdon 2012 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 21, 2013. |
8. Reflects a transfer of 10,702 shares from the Jeffrey W. Congdon 2012 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 21, 2013. |
9. Reflects a transfer of 50,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2013 GRAT #1 on November 20, 2013. |
10. Reflects a transfer of 50,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2013 GRAT #2 on November 20, 2013. |
11. Reflects a transfer of 6,996 shares from the Jeffrey W. Congdon 2009 GRAT to the Jeffrey W. Congdon Revocable Trust on November 25, 2013. |
Remarks: |
/s/ John R. Congdon, Jr., by Power of Attorney | 02/12/2014 | |
/s/ John R. Congdon, Jr., by Power of Attorney | 02/12/2014 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |