Edgar Filing: CONGDON DAVID S

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONGDON DAVID S

2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE INC/VA [ODFL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
President and CEO / Member of Section 13(d) group

(Last)

(First)

(Middle)

C/O OLD DOMINION FREIGHT LINE, INC, 500 OLD DOMINION FREIGHT WAY

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2010

(Street)

THOMASVILLE, NC 27360

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2010		G	V	30	D	$ 0	838,977 ⁽²⁾	I	By David S. Congdon Revocable Trust dated 12/3/91
Common Stock	05/12/2010		G	V	21,053	D	$ 0	726,742 ⁽¹⁾ ⁽²⁾	I	By David S. Congdon Revocable Trust dated 12/3/91
Common Stock	09/13/2010		S⁽⁵⁾		7,763	D	$ 25.4195 ⁽⁶⁾	718,979 ⁽²⁾	I	By David S. Congdon Revocable Trust dated 12/3/91
Common Stock	09/13/2010		S⁽⁵⁾		647	D	$ 25.4195 ⁽⁶⁾	63,103 ⁽²⁾	I	By wife
Common Stock	09/13/2010		S⁽⁵⁾		216	D	$ 25.4195 ⁽⁶⁾	46,867 ⁽²⁾	I	As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
Common Stock	09/13/2010		S⁽⁵⁾		4,143	D	$ 25.4195 ⁽⁶⁾	150,459 ⁽²⁾	I	As custodian for minor child of Mr. Congdon ⁽⁴⁾
Common Stock								418,551 ⁽²⁾	I	By wife as trustee of David S. Congdon Irrevocable Trust #1 dated 12/1/92
Common Stock								37,050 ⁽²⁾	I	By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock								44,367 ⁽²⁾	D
Common Stock								32,571 ⁽²⁾ ⁽³⁾	I	By 401(k) plan
Common Stock								430,651 ⁽²⁾	I	As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock								150,000 ⁽¹⁾ ⁽²⁾	I	As trustee of David S. Congdon February 2010 Grantor Retained Annuity Trust
Common Stock								58,198 ⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Marilyn Congdon
Common Stock								58,198 ⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Kathryn Congdon
Common Stock								58,198 ⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon
Common Stock	09/14/2010		S⁽⁵⁾		5,560	D	$ 25.4546 ⁽⁷⁾	713,419	I	By David S. Congdon Revocable Trust dated 12/3/91
Common Stock	09/14/2010		S⁽⁵⁾		463	D	$ 25.4546 ⁽⁷⁾	62,640	I	By wife
Common Stock	09/14/2010		S⁽⁵⁾		154	D	$ 25.4546 ⁽⁷⁾	46,713	I	As trustee of Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04
Common Stock	09/14/2010		S⁽⁵⁾		2,964	D	$ 25.4546 ⁽⁷⁾	147,495	I	As custodian for minor child of Mr. Congdon ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONGDON DAVID S C/O OLD DOMINION FREIGHT LINE, INC 500 OLD DOMINION FREIGHT WAY THOMASVILLE, NC 27360	X	X	President and CEO	Member of Section 13(d) group

Signatures

/s/ Joel B. McCarty, Jr., by Power of Attorney		09/15/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Also reflects a transfer of 100,000 shares from the David S. Congdon Revocable Trust dated 12/3/91 to the David S. Congdon February 2010 Grantor Retained Annuity Trust on February 23, 2010 and a transfer of 46,230 shares from the David S. Congdon March 2008 Grantor Retained Annuity Trust to the David S. Congdon Revocable Trust dated 12/3/91 on February 26, 2010.
(2)	Adjusted to reflect a three-for-two stock split on August 24, 2010.
(3)	Reflects a disposition of 14 shares as a result of a return of excess deferrals under the issuer's 401(k) plan on July 12, 2010.
(4)	The reporting person no longer has a reportable beneficial ownershp in the 154,602 shares held by Kathryn L. Congdon as trustee of the Kathryn Leigh Congdon Revocable Declaration of Trust dated 5/23/06.
(5)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2010.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.33 to $25.47, 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.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.33 to $25.75, 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.
Remarks: The reporting person may be deemed to be 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 on a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.

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