Executive Chairman Congdon David S sold $6,033,986 worth of shares (29,975 units at $201.30) (SEC Form 4)
$ODFL
Trucking Freight/Courier Services
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/26/2024 | S | 11,275 | D | $200.29(18) | 1,420,321(1) | I | By David S. Congdon Revocable Trust dated 12/3/91 | ||
| Common Stock | 08/26/2024 | S | 13,200 | D | $201.55(19) | 1,407,121 | I | By David S. Congdon Revocable Trust dated 12/3/91 | ||
| Common Stock | 08/26/2024 | S | 3,750 | D | $202.21(20) | 1,403,371 | I | By David S. Congdon Revocable Trust dated 12/3/91 | ||
| Common Stock | 08/26/2024 | S | 350 | D | $203.27(21) | 1,403,021 | I | By David S. Congdon Revocable Trust dated 12/3/91 | ||
| Common Stock | 08/26/2024 | S | 1,400 | D | $204.16(22) | 1,401,621 | I | By David S. Congdon Revocable Trust dated 12/3/91 | ||
| Common Stock | 0(2) | D | ||||||||
| Common Stock | 1,867,428(3) | I | As co-trustee of Earl E. Congdon GRAT Remainder Trust | |||||||
| Common Stock | 280,612(4) | I | As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Ashlyn Congdon | |||||||
| Common Stock | 949,214(5) | I | As co-trustee of the 1998 Earl E. Congdon Family Trust | |||||||
| Common Stock | 977,244(6) | I | As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011 | |||||||
| Common Stock | 751,370(7) | I | By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Marilyn Nowell | |||||||
| Common Stock | 751,366(8) | I | By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Kathryn Harrell | |||||||
| Common Stock | 751,366(8) | I | By wife as trustee of the David S. Congdon Irrevocable Trust #1 FBO Ashlyn Congdon | |||||||
| Common Stock | 578,670(9) | I | As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby | |||||||
| Common Stock | 578,672(10) | I | As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Seth Yowell | |||||||
| Common Stock | 281,670(11) | I | As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby | |||||||
| Common Stock | 1,068,636(12) | I | By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99 | |||||||
| Common Stock | 515,870(13) | I | As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell | |||||||
| Common Stock | 111,300(14) | I | As trustee of Yowell Family 2020 GST Trust | |||||||
| Common Stock | 1,870(15) | I | As trustee of J. Benjamin Yowell 2020 Trust | |||||||
| Common Stock | 1,870(15) | I | As trustee of Clay Yowell 2020 Trust | |||||||
| Common Stock | 1,870(15) | I | As trustee of Andrew Yowell 2020 Trust | |||||||
| Common Stock | 175,973(16) | I | By 401(k) plan | |||||||
| Common Stock | 298,602(17) | I | By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 713,547 additional shares of common stock. Amount also reflects exempt transfers of 4,338 shares and 164 shares, respectively, since the reporting person's last Form 4. |
| 2. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 2,169 additional shares of common stock. Amount also reflects an exempt transfer of 4,338 shares since the reporting person's last Form 4. |
| 3. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 933,714 additional shares of common stock. |
| 4. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 140,306 additional shares of common stock. Amount also reflects an exempt transfer of 82 shares since the reporting person's last Form 4. |
| 5. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 474,607 additional shares of common stock. |
| 6. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 487,056 additional shares of common stock. Amount also reflects an exempt transfer of 3,132 shares since the reporting person's last Form 4. |
| 7. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 375,685 additional shares of common stock. |
| 8. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 375,683 additional shares of common stock. |
| 9. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 289,335 additional shares of common stock. |
| 10. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 289,336 additional shares of common stock. |
| 11. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 168,420 additional shares of common stock. Amount also reflects an exempt transfer of 55,170 shares since the reporting person's last Form 4. |
| 12. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 534,318 additional shares of common stock. |
| 13. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 257,935 additional shares of common stock. |
| 14. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 55,650 additional shares of common stock. |
| 15. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 470 additional shares of common stock. Amount also reflect an exempt transfer of 930 shares since the reporting person's last Form 4. |
| 16. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 87,653 additional shares of common stock. |
| 17. On March 28, 2024, the common stock of Old Dominion Freight Line, Inc. began trading on a 2-for-1 stock split-adjusted basis, resulting in the reporting person's ownership of 149,301 additional shares of common stock. |
| 18. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.00 to $200.99, 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. |
| 19. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.01 to $201.99, 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. |
| 20. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.00 to $202.92, 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. |
| 21. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.00 to $203.48, 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. |
| 22. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.09 to $204.22, 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. |
| /s/ David S. Congdon | 08/28/2024 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||