Amended Statement of Ownership (sc 13g/a)
February 08 2023 - 6:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 28)*
OLD DOMINION
FREIGHT LINE, INC.
(Name of Issuer)
Common Stock (par value $0.10 per share)
(Title of Class of Securities)
679580100
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 679580100 |
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Page 2 of 6 |
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1. |
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NAMES OF REPORTING PERSONS
David S. Congdon |
2. |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5. |
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SOLE VOTING POWER
2,141,822 (See Item 4) |
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6. |
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SHARED VOTING POWER
3,993,322 (See Item 4) |
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7. |
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SOLE DISPOSITIVE POWER
2,141,822 (See Item 4) |
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8. |
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SHARED DISPOSITIVE POWER
3,993,322 (See Item
4) |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,135,144 |
10. |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 5.5% |
12. |
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TYPE OF REPORTING
PERSON IN (See Item 4) |
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CUSIP No. 679580100 |
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Page 3 of 6 |
Item 1(a). |
Name of Issuer: |
Old Dominion Freight Line, Inc.
Item 1(b). |
Address of Issuers Principal Executive Offices: |
500 Old Dominion Way
Thomasville, NC 27360
Item 2(a). |
Name of Person Filing: |
David S. Congdon
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
500 Old Dominion Way
Thomasville, NC 27360
USA
Item 2(d). |
Title of Class of Securities: |
Common Stock ($0.10 par value)
679580100
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
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(a) Amount beneficially owned: |
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6,135,144 shares |
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(b) Percent of class: |
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5.5% |
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(c) Number of shares as to which the person has: |
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(i) Sole power to vote or to direct the vote: |
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2,141,822 shares |
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CUSIP No. 679580100 |
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Page 4 of 6 |
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(ii) Shared power to vote or to direct the vote: |
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3,993,322 shares |
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(iii) Sole power to dispose or to direct the disposition of: |
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2,141,822 shares |
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(iv) Shared power to dispose or to direct the disposition of: |
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3,993,322 shares |
The securities reported herein include (i) 9,015 shares held directly by David S. Congdon; (ii) 87,120 shares held in
Mr. Congdons 401(k) retirement plan; (iii) 2,045,687 shares held as trustee of various family trusts; (iv) 1,893,663 shares held through shared voting and investment rights as co-trustee of various
family trusts; (v) 1,810,712 shares held through shared voting and investment rights with the shareholders spouse as trustee of various family trusts; and (vi) 288,947 shares beneficially owned by certain other family members through various
trusts.
The shares referenced in (i)(iii) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has sole voting and
dispositive power. The shares referenced in (iv) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has shared voting and dispositive power. Although Mr. Congdons spouse serves as trustee of the
trusts referenced in (v) in the preceding paragraph and, thereby, has sole voting and dispositive power with respect to such shares, these shares are reported herein as shares as to which Mr. Congdon has shared voting and dispositive
power. Although certain of Mr. Congdons family members serve as trustee of the trusts referenced in (vi) in the preceding paragraph and, thereby, have sole voting and dispositive power over such shares, these shares are reported
herein as shares as to which Mr. Congdon has shared voting and dispositive power.
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
See information in Item 4 above.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
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CUSIP No. 679580100 |
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Page 5 of 6 |
Not applicable.
This report shall not be construed as an
admission by the reporting person that he is the beneficial owner of any securities covered by this report.
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CUSIP No. 679580100 |
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Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February 7, 2023 |
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/s/ David S. Congdon |
David S. Congdon |
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