Congdon John R JR Form 4 OLD DOMINION FREIGHT LINE / JOHN R CONGDON JR ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 JOHN R JR

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2020

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	02/26/2020		G	V	994	D	$0	2,027,420(1)	I	As trustee of the John R. Congdon, Jr. Revocable Trust
Common Stock	05/20/2020		A		1,000	A	$0	2,209(2)	D
Common Stock								92,745(3)	I	As trustee of the John R. Congdon, Jr. 2018 GRAT
Common Stock								69,096(4)	I	By wife as trustee of the John R. Congdon, Jr. 2015 Irrevocable Trust for Benefit of Brian H. Demo
Common Stock								150,000(5)	I	As trustee of the John R. Congdon Jr. 2020 GRAT

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. Reflects an exempt transfer of 100,000 shares to the John R. Congdon, Jr. 2020 GRAT. On March 25, 2020, the common stock of Old Dominion Freight Line, Inc. began trading on a 3-for-2 stock split-adjusted basis, resulting in the reporting person's ownership of 675,806 additional shares of common stock.

2. On March 25, 2020, the common stock of Old Dominion Freight Line, Inc. began trading on a 3-for-2 stock split-adjusted basis, resulting in the reporting person's ownership of 403 additional shares of common stock.

3. On March 25, 2020, the common stock of Old Dominion Freight Line, Inc. began trading on a 3-for-2 stock split-adjusted basis, resulting in the reporting person's ownership of 30,915 additional shares of common stock.

4. On March 25, 2020, the common stock of Old Dominion Freight Line, Inc. began trading on a 3-for-2 stock split-adjusted basis, resulting in the reporting person's ownership of 23,032 additional shares of common stock.

5. On March 25, 2020, the common stock of Old Dominion Freight Line, Inc. began trading on a 3-for-2 stock split-adjusted basis, resulting in the reporting person's ownership of 50,000 additional shares of common stock.

	/s/ John R. Congdon, Jr.	05/22/2020
	** 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.