SEC Form 4 · accession 0001140361-15-009417

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 25, 2015

Accepted (ET)

Feb 27, 2015 · 5:08 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 25, 2015	S	25,100	$78.52	D	854,305	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock^F5,F1	Feb 26, 2015	S	47,400	$78.30	D	806,905	I	As trustee of Jeffrey W. Congdon Revocable Trust
Common Stock^F2	holding	—	—		—	958,120	I	As trustee of Susan C. Terry Revocable Trust
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	holding	—	—		—	38,615	I	As trustee of Jeffrey W. Congdon 2010 GRAT #2
Common Stock^F1	holding	—	—		—	93,267	I	As trustee of Jeffrey W. Congdon 2012 GRAT #2
Common Stock^F1	holding	—	—		—	34,961	I	As trustee of Jeffrey W. Congdon 2013 GRAT #1
Common Stock^F1	holding	—	—		—	42,822	I	As trustee of Jeffrey W. Congdon 2013 GRAT #2
Common Stock^F1	holding	—	—		—	100,000	I	As trustee of Jeffrey W. Congdon 2014 GRAT
Common Stock^F2,F1	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.
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.
F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.13 to $78.54, 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.