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)
	Senior Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018

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	05/22/2018		G	V	2,475	D	$0	858,972	I	By Earl E. Congdon Trust - 1990
Common Stock	05/22/2018		G	V	2,475	D	$0	273,619	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock	08/20/2018		G	V	140,682	D	$0	0⁽¹⁾	I	By Earl E. Congdon Grantor Retained Annuity Trust 2016
Common Stock	08/20/2018		G	V	83,433	D	$0	0⁽²⁾	I	By wife as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2016
Common Stock	11/15/2018		I		2,699	D	$136.29	33,100	I	By 401(k) plan
Common Stock								7,786⁽³⁾	D
Common Stock								300,000⁽⁴⁾	I	By Earl E. Congdon Grantor Retained Annuity Trust 2018
Common Stock								300,000⁽⁵⁾	I	By wife as trustee of the Kathryn W. Congdon Grantor Retained Annuity Trust 2018
Common Stock								655,109⁽³⁾⁽¹⁾⁽⁴⁾	I	By Earl E. Congdon Trust - 1990
Common Stock								28,757⁽²⁾⁽⁵⁾	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock								645,976	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 92,965 shares from the Earl E. Congdon Grantor Retained Annuity Trust 2016 to the Earl E. Congdon Trust - 1990 on August 20, 2018.

2. Reflects a transfer of 55,138 shares from the Kathryn W. Congdon Grantor Retained Annuity Trust 2016 to the Kathryn W. Congdon Trust - 1990 on August 20, 2018.

3. Reflects transfers of 1,394 shares and 1,778 shares held directly by the reporting person to the Earl E. Congdon Trust - 1990 on May 24, 2018 and August 22, 2018, respectively.

4. Reflects a transfer of 300,000 shares from the Earl E. Congdon Trust - 1990 to the Earl E. Congdon Grantor Retained Annuity Trust 2018 on September 19, 2018.

5. Reflects a transfer of 300,000 shares from the Kathryn W. Congdon Trust - 1990 to the Kathryn W. Congdon Grantor Retained Annuity Trust 2018 on September 19, 2018.

	/s/ Ross H. Parr, by Power of Attorney	11/19/2018
	** 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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