OLD DOMINION FREIGHT LINE, INC. — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD DOMINION FREIGHT LINE INC/VA (ODFL)
CIK: 0000878927
Period of Report: 2014-02-26

Reporting Person: FRYE J WES (Senior VP - Finance and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-26	Phantom Stock	$	A	3121	Acquired		Common Stock (3121)	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 vest with respect to one-fifth of the phantom stock subject to the award on each anniversary of the grant date and the award will be fully vested on the fifth anniversary of the grant date, provided that (a) the reporting person has been continuously employed by the issuer from the grant date until each respective vesting date; (b) the reporting person has been continuously employed by the issuer for at least 10 years on the respective vesting date; and (c) the reporting person has attained age 65 on the respective vesting date. The award will settle on the earlier of (a) the date of the reporting person's termination of employment 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.