Edgar Filing: OLD DOMINION FREIGHT LINE INC/VA

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 ^*

YOWELL AUDREY C

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)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of Section 13(d) group

(Last)

(First)

(Middle)

606 HILLCREST DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2010

(Street)

HIGH POINT, NC 27262

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	11/03/2010		S⁽¹⁾		30,560	D	$ 28.0823 ⁽⁶⁾	748,725 ⁽²⁾	I	As trustee of Audrey L. Congdon Revocable Trust dated 2/17/05
Common Stock	11/03/2010		S⁽¹⁾		784	D	$ 28.0823 ⁽⁶⁾	44,583 ⁽²⁾	I	By Audrey L. Congdon Irrevocable Trust No. 2 dated 5/28/04 (David Congdon, trustee)
Common Stock	11/03/2010		S⁽¹⁾		15,044	D	$ 28.0823 ⁽⁶⁾	106,602 ⁽²⁾	I	As co-trustee of Seth Morgan Yowell Irrevocable Inter Vivos Trust
Common Stock	11/03/2010		S⁽¹⁾		15,049	D	$ 28.0823 ⁽⁶⁾	106,602 ⁽²⁾	I	As co-trustee of Megan Elise Yowell Irrevocable Inter Vivos Trust
Common Stock								8,929 ⁽²⁾	D
Common Stock								257,188 ⁽²⁾	I	By husband as trustee of Audrey L. Congdon Irrevocable Trust No. 1 dated 12/1/92
Common Stock								150,000 ⁽²⁾	I	As trustee of Audrey L. Congdon February 2010 Grantor Retained Annuity Trust
Common Stock								58,198 ⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Megan Yowell
Common Stock								58,198 ⁽²⁾	I	As trustee of Irrevocable Trust Agreement dated 12/18/98 fbo Seth Yowell
Common Stock								25,937 ⁽²⁾	I	By husband's 401(k) plan
Common Stock								104,856 ⁽²⁾	I	By husband
Common Stock								75,798 ⁽²⁾	I	As trustee of Karen C. Pigman Irrevocable Trust Number One
Common Stock								163,626 ⁽²⁾	I	As trustee of Karen C. Pigman February 2009 Grantor Retained Annuity Trust
Common Stock								430,651 ⁽²⁾	I	As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock	11/03/2010		S⁽¹⁾		784	D	$ 28.0823 ⁽⁶⁾	44,583 ⁽³⁾	D
Common Stock	11/03/2010		S⁽¹⁾		15,044	D	$ 28.0823 ⁽⁶⁾	106,602 ⁽⁴⁾	D
Common Stock	11/03/2010		S⁽¹⁾		15,049	D	$ 28.0823 ⁽⁶⁾	106,602 ⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
YOWELL AUDREY C 606 HILLCREST DRIVE HIGH POINT, NC 27262		X		Member of Section 13(d) group
Audrey L. Congdon Irrevocable Trust Number Two 606 HILLCREST DRIVE HIGH POINT, NC 27262		X		Member of Section 13(d) group
Seth Morgan Yowell Irrevocable Inter Vivos Trust 606 HILLCREST DRIVE HIGH POINT, NC 27262		X		Member of Section 13(d) group
Megan Elise Yowell Irrevocable Inter Vivos Trust 606 HILLCREST DRIVE HIGH POINT, NC 27262		X		Member of Section 13(d) group

Signatures

/s/ Joel B. McCarty, Jr., by Power of Attorney		11/04/2010
^**Signature of Reporting Person		Date
/s/ Joel B. McCarty, Jr., by Power of Attorney		11/04/2010
^**Signature of Reporting Person		Date
/s/ Joel B. McCarty, Jr., by Power of Attorney		11/04/2010
^**Signature of Reporting Person		Date
/s/ Joel B. McCarty, Jr., by Power of Attorney		11/04/2010
^**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)	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.
(2)	These securities are beneficially owned by Audrey L. Congdon Yowell, who may be deemed 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.
(3)	These securities are beneficially owned by the Audrey L. Congdon Irrevocable Trust Number Two, which may be deemed 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.
(4)	These securities are beneficially owned by the Seth Morgan Yowell Irrevocable Inter Vivos Trust, which may be deemed 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.
(5)	These securities are beneficially owned by the Megan Elise Yowell Irrevocable Inter Vivos Trust, which may be deemed 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 indentified in a Schedule 13D filed with the Securities and Exchange Commission on September 9, 2010.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.36, 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.

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