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^*

CONGDON EARL E

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014

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	02/28/2014		G	V	4,200	D	$0	1,165,922	I	By Earl E. Congdon Trust - 1990
Common Stock	05/02/2014		G	V	1,380	D	$0	584,677⁽¹⁾⁽²⁾	I	By Earl E. Congdon Trust - 1990
Common Stock	08/21/2014		G	V	283,017	D	$0	0⁽¹⁾	I	By Earl E. Congdon Grantor Retained Annuity Trust 2012
Common Stock	08/21/2014		G	V	141,507	D	$0	0⁽⁴⁾⁽³⁾	I	By wife as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2012
Common Stock	08/27/2014		I		1,859	D	$66.32	43,288	I	By 401(k) plan
Common Stock								744,935⁽²⁾	I	By Earl E. Congdon Grantor Retained Annuity Trust 2014
Common Stock								193,687⁽⁴⁾⁽³⁾⁽⁵⁾	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock								446,961⁽⁴⁾⁽⁵⁾	I	By wife as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2014
Common Stock								645,976⁽⁴⁾	I	By Earl E. Congdon GRAT Remainder 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)

Explanation of Responses:

1. Reflects a transfer of 165,070 shares from the Earl E. Congdon Grantor Retained Annuity Trust 2012 to the Earl E. Congdon Trust - 1990 on August 21, 2014.

2. Reflects a transfer of 744,935 shares from the Earl E. Congdon Trust - 1990 to the Earl E. Congdon Grantor Retained Annuity Trust 2014 on August 25, 2014.

3. Reflects a transfer of 82,536 shares from the Kathryn W. Congdon Grantor Retained Annuity Trust 2012 to the Kathryn W. Congdon Trust - 1990 on August 21, 2014.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

5. Reflects a transfer of 446,961 shares from the Kathryn W. Congdon Trust - 1990 to the Kathryn W. Congdon Grantor Retained Annuity Trust 2014 on August 25, 2014.

Remarks:

	/s/ Ross H. Parr, by Power of Attorney	08/29/2014
	** 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).
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