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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CONGDON DAVID 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. [ 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)
11/08/2023
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)
Code V Amount (A) or (D) Price
Common Stock 11/08/2023 S 12,000 D $390.15(1) 801,004 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 11/09/2023 S 2,400 D $390.14(2) 798,604 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 11/09/2023 G 7,750 D $0 790,854 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 11/10/2023 S 19,800 D $390.47(3) 771,054 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 11/10/2023 S 4,300 D $391.14(4) 766,754 I By David S. Congdon Revocable Trust dated 12/3/91
Common Stock 2,688 D
Common Stock 933,714 I As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock 149,343 I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock 140,224 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock 474,607 I As co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock 487,056 I As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock 375,685 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell
Common Stock 375,683 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell
Common Stock 375,683 I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon
Common Stock 289,335 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock 289,336 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell
Common Stock 168,420 I As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby
Common Stock 534,318 I By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock 257,935 I As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell
Common Stock 55,650 I As trustee of Yowell Family 2020 GST Trust
Common Stock 470 I As trustee of J. Benjamin Yowell 2020 Trust
Common Stock 470 I As trustee of Clay Yowell 2020 Trust
Common Stock 470 I As trustee of Andrew Yowell 2020 Trust
Common Stock 87,551 I By 401(k) plan
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
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.00 to $390.78, 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.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.00 to $390.53, 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.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.00 to $391.00, 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.
4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $391.01 to $391.46, 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.
/s/ David S. Congdon 11/13/2023
** 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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