Statement of Changes in Beneficial Ownership (4)
August 11 2016 - 5:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
CONGDON JEFFREY W
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2. Issuer Name
and
Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE INC/VA
[
ODFL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Member of Section 13(d) group
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(Last)
(First)
(Middle)
300 ARBORETUM PLACE, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/9/2016
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(Street)
NORTH CHESTERFIELD, VA 23236
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/9/2016
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S
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26100
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D
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$69.99
(1)
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688578
(2)
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I
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As trustee of Jeffrey W. Congdon Revocable Trust
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Common Stock
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8/9/2016
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G
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V
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2500
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D
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$0
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686078
(2)
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I
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As trustee of Jeffrey W. Congdon Revocable Trust
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Common Stock
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8/9/2016
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S
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22400
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D
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$69.99
(1)
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879340
(5)
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I
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As trustee of Susan C. Terry Revocable Trust
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Common Stock
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8/10/2016
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S
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11300
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D
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$69.75
(6)
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674778
(2)
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I
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As trustee of Jeffrey W. Congdon Revocable Trust
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Common Stock
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8/10/2016
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G
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V
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1000
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D
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$0
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673778
(2)
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I
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As trustee of Jeffrey W. Congdon Revocable Trust
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Common Stock
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8/10/2016
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S
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9700
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D
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$69.75
(6)
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869640
(5)
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I
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As trustee of Susan C. Terry Revocable Trust
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Common Stock
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83610
(2)
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I
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As trustee of Jeffrey W. Congdon 2012 GRAT #2
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Common Stock
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52667
(2)
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I
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As trustee of Jeffrey W. Congdon 2014 GRAT
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Common Stock
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39344
(2)
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I
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As trustee of Jeffrey W. Congdon 2013 GRAT #2
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Common Stock
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100000
(2)
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I
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As trustee of Jeffrey W. Congdon 2015 GRAT
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Common Stock
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608877
(2)
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I
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By Congdon Family, LLC
(3)
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Common Stock
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693864
(4)
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I
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By Congdon Family, LLC
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Common Stock
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539209
(5)
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I
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By Terry Family Associates, LLC
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Common Stock
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100000
(2)
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I
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As trustee of Jeffrey W. Congdon 2016 GRAT
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.75 to $70.75, 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.
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(
2)
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These 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.
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(
3)
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Jeffrey 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.
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(
4)
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Susan 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.
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(
5)
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These 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.
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(
6)
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The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.50 to $70.21, 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CONGDON JEFFREY W
300 ARBORETUM PLACE
SUITE 600
NORTH CHESTERFIELD, VA 23236
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X
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Member of Section 13(d) group
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Signatures
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/s/ John R. Congdon, Jr., by Power of Attorney
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8/11/2016
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**
Signature of Reporting Person
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Date
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/s/ John R. Congdon, Jr., by Power of Attorney
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8/11/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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