FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

CONGDON DAVID S
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
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/11/2022
(Street)

THOMASVILLE, NC 27360
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/11/2022  S  7832 D$312.92 (1)883029 (2)I By David S. Congdon Revocable Trust dated 12/3/91 
Common Stock 11/11/2022  S  14652 D$313.68 (3)868377 I By David S. Congdon Revocable Trust dated 12/3/91 
Common Stock 11/11/2022  S  5254 D$314.92 (4)863123 I By David S. Congdon Revocable Trust dated 12/3/91 
Common Stock 11/11/2022  S  4262 D$315.55 (5)858861 I By David S. Congdon Revocable Trust dated 12/3/91 
Common Stock         9015 (6)D  
Common Stock         933714 I As co-trustee of Earl E. Congdon GRAT Remainder Trust 
Common Stock         150807 I By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12 
Common Stock         140030 I As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon 
Common Stock         474607 I As co-trustee of the 1998 Earl E. Congdon Family Trust 
Common Stock         485342 I As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011 
Common Stock         375685 (7)I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell 
Common Stock         375683 (7)I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell 
Common Stock         375683 (7)I By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon 
Common Stock         289335 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby 
Common Stock         289336 I As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell 
Common Stock         168420 I As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby 
Common Stock         534318 I By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99 
Common Stock         257935 I As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell 
Common Stock         55650 I As trustee of Yowell Family 2020 GST Trust 
Common Stock         380 I As trustee of J. Benjamin Yowell 2020 Trust 
Common Stock         380 I As trustee of Clay Yowell 2020 Trust 
Common Stock         380 I As trustee of Andrew Yowell 2020 Trust 
Common Stock         87022 I By 401(k) plan 
Common Stock         0 (8)I As trustee of the David Congdon 2020-1 Irrevocable Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $312.33 to $313.31, 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.
(2) Reflects exempt transfers of an aggregate of 110,046 shares on August 24, 2022.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.33 to $314.29, 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.
(4) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $314.30 to $315.29, 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.
(5) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $315.32 to $315.84, 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.
(6) Reflects an exempt transfer of 7,962 shares on August 24, 2022.
(7) Reflects an exempt transfer of 33,613 shares on August 24, 2022.
(8) Reflects exempt transfers of an aggregate of 207,229 shares on August 24, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CONGDON DAVID S
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
THOMASVILLE, NC 27360
X
Executive Chairman

Signatures
/s/ David S. Congdon11/14/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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