OLD DOMINION FREIGHT LINE, INC. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD DOMINION FREIGHT LINE INC/VA (ODFL)
CIK: 0000878927
Period of Report: 2012-02-13

Reporting Person: CONGDON DAVID S (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Phantom Stock	$	A	5984	Acquired		Common Stock (5984)	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock.

F2: The award will settle on the earlier of (a) the date of the reporting person's termination of employment on or after attainment of age 55 for any reason other than death, total disability or for cause; (b) the date of the reporting person's death while employed by the issuer; or (c) the date of the reporting person's termination of employment as a result of his total disability.