SEC Form 4 · accession 0001140361-15-005141

OLD DOMINION FREIGHT LINE, INC. · ODFL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Susan C Terry

10% Owner · Other

Jeffrey W Congdon

10% Owner · Other

Period of report

Feb 27, 2014

Accepted (ET)

Feb 10, 2015 · 4:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000878927

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 27, 2014	G	1,046	$0.00	D	814,285	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock^{F1,F5,F6,F7,F8,F9,F10,F11}	Aug 21, 2014	G	97,196	$0.00	A	879,405	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock^F1,F6	Aug 21, 2014	G	48,599	$0.00	D	0	I	As trustee of Jeffrey W. Congdon 2012 GRAT #1
Common Stock^F2	Aug 21, 2014	G	97,196	$0.00	A	958,120	I	As trustee of Susan C. Terry Revocable Trust
Common Stock^F1,F11	Nov 25, 2014	G	70,724	$0.00	D	0	I	As trustee of Jeffrey W. Congdon 2009 GRAT
Common Stock^F3	holding	—	—		—	1,806,214	I	By Congdon Family, LLC
Common Stock^F1,F4	holding	—	—		—	1,806,214	I	By Congdon Family, LLC
Common Stock^F1,F5	holding	—	—		—	38,615	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock^F1,F7	holding	—	—		—	93,267	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock^F1,F9	holding	—	—		—	34,961	I	As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock^F1,F10	holding	—	—		—	42,822	I	As trustee of Jeffrey W. Congdon 2013 GRAT #2
Common Stock^F1,F8	holding	—	—		—	100,000	I	As trustee of Jeffrey W. Congdon 2014 GRAT
Common Stock^F2,F1,F12	holding	—	—		—	0	I	As co-trustees of John R. Congdon Irrevocable Trust
Common Stock^F2,F1,F13	holding	—	—		—	170,066	I	As co-executors of the estate of John R. Congdon

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1These securities are beneficially owned by Jeffrey W. Congdon, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
F10Reflects a transfer of 7,178 shares from the Jeffrey W. Congdon 2013 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on November 21, 2014.
F11Reflects a transfer of 5,364 shares from the Jeffrey W. Congdon 2009 GRAT to the Jeffrey W. Congdon Revocable Trust on November 25, 2014.
F12The 858,078 shares previously reported by this trust were disposed of in a series of transactions exempt from reporting under Rule 16a-2(d)(1).
F13The shares reported by the estate previously were exempt from reporting under Rule 16a-2(d)(1). Because 12 months have passed since the reporting persons were appointed as co-executors of the estate, these shares are no longer exempt from the provisions of Section 16 of the Exchange Act.
F2These securities are beneficially owned by Susan C. Terry, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The other members of the Section 13(d) group are identified in a Schedule 13D filed with the Securities and Exchange Commission on September 10, 2012.
F3Susan C. Terry disclaims beneficial ownership of the reported securities. The Susan C. Terry Revocable Trust, which Susan C. Terry serves as the trustee of, is a member of Congdon Family, LLC. The John R. Congdon Irrevocable Trust, which Susan C. Terry serves as a co-trustee of, also is a member of Congdon Family, LLC.
F4Jeffrey W. Congdon serves as a manager of Congdon Family, LLC. The Jeffrey W. Congdon Revocable Trust, which Jeffrey W. Congdon serves as the trustee of, is a member of Congdon Family, LLC. The John R. Congdon Irrevocable Trust, which Jeffrey W. Congdon serves as a co-trustee of, also is a member of Congdon Family, LLC.
F5Reflects a transfer of 3,468 shares from the Jeffrey W. Congdon 2010 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on July 8, 2014.
F6Reflects a transfer of 28,344 shares from the Jeffrey W. Congdon 2012 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on August 21, 2014.
F7Reflects a transfer of 8,531 shares from the Jeffrey W. Congdon 2012 GRAT #2 to the Jeffrey W. Congdon Revocable Trust on August 21, 2014.
F8Reflects a transfer of 100,000 shares from the Jeffrey W. Congdon Revocable Trust to the Jeffrey W. Congdon 2014 GRAT on August 25, 2014.
F9Reflects a transfer of 15,039 shares from the Jeffrey W. Congdon 2013 GRAT #1 to the Jeffrey W. Congdon Revocable Trust on November 21, 2014.