Statement of Changes in Beneficial Ownership (4)
August 17 2017 - 5:08PM
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
Estimated average burden
hours per response...
0.5
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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 DAVID S
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice Chairman and CEO
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(Last)
(First)
(Middle)
C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2017
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(Street)
THOMASVILLE, NC 27360
(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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8/15/2017
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S
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575
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D
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$97.83
(1)
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294238
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I
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As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
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Common Stock
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9516
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D
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Common Stock
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92716
(5)
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I
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As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
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Common Stock
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92715
(5)
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I
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As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
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Common Stock
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92716
(5)
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I
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As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
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Common Stock
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89384
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I
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By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
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Common Stock
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640041
(6)
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I
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By David S. Congdon Revocable Trust dated 12/3/91
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Common Stock
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299251
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I
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By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
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Common Stock
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316405
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I
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As co-trustee of the 1998 Earl E. Congdon Family Trust
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Common Stock
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645976
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I
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As co-trustee of Earl E. Congdon GRAT Remainder Trust
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Common Stock
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318357
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I
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As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
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Common Stock
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82271
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I
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As trustee of David S. Congdon Grantor Retained Annuity Trust 2015
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Common Stock
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265000
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I
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As trustee of David S. Congdon Grantor Retained Annuity Trust 2016
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Common Stock
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55947
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I
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By 401(k) plan
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Common Stock
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209926
(2)
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I
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By wife as Trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell
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Common Stock
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209925
(2)
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I
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By wife as Trustee of the David Congdon Irrevocable Trust #1 FBO Kathryn Harrell
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Common Stock
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209925
(2)
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I
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By wife as Trustee of the David Congdon Irrevocable Trust #1 FBO Ashlyn Congdon
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Common Stock
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192891
(3)
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I
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As Trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell
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Common Stock
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192890
(3)
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I
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As Trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
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Common Stock
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0
(2)
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I
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By wife as trustee of David S. Congdon Irrevocable Trust No. 1 dated 12/1/92
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Common Stock
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0
(3)
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I
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As trustee of Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
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Common Stock
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0
(4)
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I
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By wife as trustee of Seay Family Trust dated 11/21/2012
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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 $97.81 to $97.84, 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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Reflects exempt transfer of: (i) 209,926 shares to the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell on February 27, 2017; (ii) 209,925 shares to the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell on February 27, 2017; and (iii) 209,925 shares to the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon on February 27, 2017.
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(3)
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Reflects exempt transfer of: (i) 192,891 shares to the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell on February 27, 2017; and (ii) 192,890 shares to the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby on February 27, 2017.
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(4)
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Reflects exempt transfer of: (i) 9,708 shares to James L. Seay, Jr. on February 16, 2017; (ii) 9,708 shares to R. Andrew Seay on February 16, 2017; and (iii) 9,709 shares to Thomas M. Seay on February 16, 2017.
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(5)
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Reflects receipt of gifts in an aggregate amount of 306 shares on February 23, 2017.
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(6)
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Reflects gifts made of: (i) 2,400 shares on February 15, 2017; (ii) 600 shares on February 16, 2017; and (iii) 426 shares on May 22, 2017. Also reflects receipt of a gift of 306 shares on February 23, 2017.
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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 DAVID S
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
THOMASVILLE, NC 27360
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X
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Vice Chairman and CEO
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Signatures
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/s/ David S. Congdon
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8/17/2017
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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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