Old Dominion Freight Line (ODFL) Form 4 OLD DOMINION FREIGHT LINE / Greg C Gantt 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

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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^*

Gantt Greg C

(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)
03/01/2024

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	03/01/2024		M		175	A	(1)	45,572	D
Common Stock	03/01/2024		M		240	A	(1)	45,812	D
Common Stock	03/01/2024		M		354	A	(1)	46,166	D
Common Stock	03/01/2024		M		412	A	(1)	46,578	D
Common Stock	03/01/2024		M		169	A	(1)	46,747	D
Common Stock	03/01/2024		M		275	A	(1)	47,022	D
Common Stock	03/01/2024		M		929	A	(1)	47,951	D
Common Stock	03/01/2024		F		1,063	D	$442.48	46,888	D
Common Stock								7,876	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
Phantom Stock (2015 grant)	(1)	03/01/2024		M			175(2)	03/01/2024	03/01/2024	Common Stock	175(2)	(1)	3,669(2)	D
Phantom Stock (2014 grant)	(1)	03/01/2024		M			240(2)	03/01/2024	03/01/2024	Common Stock	240(2)	(1)	5,044(2)	D
Phantom Stock (2013 grant)	(1)	03/01/2024		M			354(2)	03/01/2024	03/01/2024	Common Stock	354(2)	(1)	7,434(2)	D
Phantom Stock (2012 grant)	(1)	03/01/2024		M			412(3)	03/01/2024	03/01/2024	Common Stock	412(3)	(1)	6,189(3)	D
Phantom Stock (2011 grant)	(1)	03/01/2024		M			169(3)	03/01/2024	03/01/2024	Common Stock	169(3)	(1)	2,531(3)	D
Phantom Stock (2010 grant)	(1)	03/01/2024		M			275(4)	03/01/2024	03/01/2024	Common Stock	275(4)	(1)	4,124(4)	D
Phantom Stock (grants prior to 2010)	(1)	03/01/2024		M			929(4)	03/01/2024	03/01/2024	Common Stock	929(4)	(1)	13,929(4)	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock. This Form 4 is being filed to report the settlement of certain outstanding phantom stock awards in shares of Old Dominion Freight Line, Inc. common stock on March 1, 2024.

2. Adjusted to reflect a three-for-two stock split on March 25, 2020.

3. Adjusted to reflect a three-for-two stock split on each of March 25, 2020 and September 10, 2012.

4. Adjusted to reflect a three-for-two stock split on each of March 25, 2020, September 10, 2012 and August 24, 2010.

	/s/ Greg C. Gantt	03/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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