OLD DOMINION FREIGHT LINE, INC. — Director's Dealing 2021

Nov 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD DOMINION FREIGHT LINE, INC. (ODFL)
CIK: 0000878927
Period of Report: 2021-11-18

Reporting Person: CONGDON DAVID S (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-18	Common Stock	S	3094	$352.32	Disposed	856370	Indirect
2021-11-18	Common Stock	S	6043	$353.41	Disposed	850327	Indirect
2021-11-18	Common Stock	S	6132	$354.20	Disposed	844195	Indirect
2021-11-18	Common Stock	S	1731	$354.99	Disposed	842464	Indirect
2021-11-19	Common Stock	S	6901	$350.75	Disposed	835563	Indirect
2021-11-19	Common Stock	S	10319	$351.60	Disposed	825244	Indirect
2021-11-19	Common Stock	S	5959	$352.72	Disposed	819285	Indirect
2021-11-19	Common Stock	S	2346	$353.65	Disposed	816939	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12763	Direct
Common Stock	933714	Indirect
Common Stock	122116	Indirect
Common Stock	0	Indirect
Common Stock	140030	Indirect
Common Stock	474607	Indirect
Common Stock	481222	Indirect
Common Stock	342072	Indirect
Common Stock	342070	Indirect
Common Stock	342070	Indirect
Common Stock	289335	Indirect
Common Stock	289336	Indirect
Common Stock	202420	Indirect
Common Stock	534318	Indirect
Common Stock	257935	Indirect
Common Stock	55650	Indirect
Common Stock	276	Indirect
Common Stock	276	Indirect
Common Stock	276	Indirect
Common Stock	73900	Indirect
Common Stock	86539	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.74 to $352.73, 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.

F2: Reflects transfers of (i) 840 shares to the Helen S. Congdon Revocable Inter Vivos Trust 2012 on February 16, 2021, (ii) 840 shares to individual family members and family trusts on February 16, 2021, (iii) 8,045 shares held directly by the reporting person to the David S. Congdon Revocable Trust dated 12/3/91 on May 27, 2021 and (iv) 92,771 shares from the David Congdon 2020-1 Irrevocable Trust formed 8/4/20 on August 18,
2021.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.77 to $353.74, 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.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.77 to $354.73 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.

F5: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.86 to $355.30 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.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.22 to $351.19 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.

F7: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.23 to $352.16 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.

F8: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.24 to $353.16 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.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.23 to $354.22 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.

F10: Reflects transfers of 8,045 shares held directly by the reporting person to the David S. Congdon
Revocable Trust dated 12/3/91 on May 27, 2021.

F11: Reflects transfers of (i) 840 shares from the David S. Congdon Revocable Trust dated 12/3/91 on February 16, 2021, (ii) 70 shares to the Kathryn Leigh Congdon Revocable Declaration of Trust - 2006 on February 16, 2021, (iii) 70 shares to the Marilyn Marie Congdon Revocable Declaration of Trust - 2006 on February 16, 2021, (iv) 70 shares to the Ashlyn Lane Congdon Revocable InterVivos Trust - 12/7/10 on February 16, 2021 and (v) 26,100 shares from the Helen Congdon 2020-1 Irrevocable Trust on May 5, 2021.

F12: Reflects a transfer of 140,030 shares on November 4, 2021 to the Kathryn Leigh Congdon Revocable Declaration of Trust - 2006.

F13: Reflects transfers of (i) 580 shares from the Earl E. Congdon Revocable Trust 1990 on February 23, 2021 and (ii) 587 shares from the Kathryn W. Congdon Revocable Trust - 1990 on February 23, 2021.

F14: Reflects transfers of (i) 68 shares from Sara Smith Yowell on February 25, 2021 and (ii) 64 shares from Seth M. Yowell on February 25, 2021.

F15: Reflects a transfer of 26,100 shares to the Helen S. Congdon Revocable Inter Vivos Trust 2012 on May 5, 2021.