2014dsc2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information To Be Included In Statements Filed
Pursuant To Rules 13d-1(B), (C) And (D) And
Amendments Thereto Filed Pursuant To Rule 13d-2(B)
(Amendment No. 6)*
OLD DOMINION FREIGHT LINE, INC.
(Name of Issuer)
Common Stock (par value $0.10 per share)
(Title of Class of Securities)
679580100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
ý Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Audrey L. Congdon
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
3,297,760 (See Item 4)
6. SHARED VOTING POWER
1,280,738 (See Item 4)
7. SOLE DISPOSITIVE POWER
3,297,760 (See Item 4)
8. SHARED DISPOSITIVE POWER
1,280,738 (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,578,498
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.3%
| |
12. | TYPE OF REPORTING PERSON |
IN (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Audrey Lee Congdon Revocable Trust, dated February 17, 2005
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,192,475 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
1,192,475 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,192,475
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.4%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Karen C. Pigman February 2011 Grantor Retained Annuity Trust
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
215,844 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
215,844 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
215,844
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust, dated December 18, 1998, fbo Megan Yowell
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
91,056 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
91,056 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
91,056
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.1%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust, dated December 18, 1998, fbo Seth Yowell
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
91,056 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
91,056 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
91,056
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.1%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Melissa Penley Trust #1
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
258,957 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
258,957 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
258,957
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew Penley Trust #1
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
258,957 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
258,957 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
258,957
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Penley Trust #1
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
258,954 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
258,954 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
258,954
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Seth Morgan Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
159,903 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
159,903 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
159,903
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Megan Elise Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
159,903 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
159,903 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
159,903
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John B. Yowell Family Trust fbo Megan Yowell
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
61,855 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
61,855 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
61,855
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.1%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John B. Yowell Family Trust fbo Seth Yowell
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
30,502 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
30,502 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
30,502
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Audrey Lee Congdon Grantor Retained Annuity Trust 2012
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
224,043 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
224,043 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
224,043
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Earl E. Congdon GRAT Remainder Trust
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
645,976 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
645,976 (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
645,976
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.7%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1998 Earl E. Congdon Family Trust
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
316,405 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
316,405 (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
316,405
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.4%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Earl and Kathryn Congdon Family Irrevocable Trust - 2011
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0- (See Item 4)
6. SHARED VOTING POWER
318,357 (See Item 4)
7. SOLE DISPOSITIVE POWER
-0- (See Item 4)
8. SHARED DISPOSITIVE POWER
318,357 (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
318,357
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.4%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Karen C. Pigman Irrevocable Trust Number One
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
210,130 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
210,130 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
210,130
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.2%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
| |
1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon and Helen S. Congdon Irrevocable Inter Vivos Trust Dated April 20, 2011
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) [X]
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
55,545 (See Item 4)
6. SHARED VOTING POWER
-0- (See Item 4)
7. SOLE DISPOSITIVE POWER
55,545 (See Item 4)
8. SHARED DISPOSITIVE POWER
-0- (See Item 4)
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
55,545
| |
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.1%
| |
12. | TYPE OF REPORTING PERSON |
OO (See Item 4)
Item 1.
Old Dominion Freight Line, Inc.
| |
(b) | Address of Issuer’s Principal Executive Offices: |
500 Old Dominion Way
Thomasville, NC 27360
Item 2.
| |
(a) | Names of Persons Filing: |
(i) Audrey L. Congdon
(ii) Audrey Lee Congdon Revocable Trust, dated February 17, 2005
(iii) Karen C. Pigman February 2011 Grantor Retained Annuity Trust
(iv) Irrevocable Trust Agreement, dated December 18, 1998, fbo Megan Yowell
(v) Irrevocable Trust Agreement, dated December 18, 1998, fbo Seth Yowell
(vi) Melissa Penley Trust #1
(vii) Matthew Penley Trust #1
(viii) Mark Penley Trust #1
(ix) Seth Morgan Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010
(x) Megan Elise Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010
(xi) John B. Yowell Family Trust fbo Megan Yowell
(xii) John B. Yowell Family Trust fbo Seth Yowell
(xiii) Audrey Lee Congdon Grantor Retained Annuity Trust 2012
(xiv) Earl E. Congdon GRAT Remainder Trust
(xv) 1998 Earl E. Congdon Family Trust
(xvi) Earl and Kathryn Congdon Family Irrevocable Trust - 2011
(xvii) Karen C. Pigman Irrevocable Trust Number One
(xviii) David S. Congdon and Helen S. Congdon Irrevocable Inter Vivos Trust Dated April 20, 2011
| |
(b) | Address of Principal Business Office or, if None, Residence: |
As to (i), (ii), (iv),
(v), and (ix) through (xiii): 606 Hillcrest Drive, High Point, NC 27262
As to (iii), (vi) through (viii), and (xvii): 602 Hillcrest Drive, High Point, NC 27262
As to (xiv) and (xvi): 20 Harborage Isle, Fort Lauderdale, FL 33316
As to (xv) and (xviii): 500 Old Dominion Way, Thomasville, NC 27360
(c) Citizenship:
As to (i): USA
As to (ii) through (xiii), (xvii), and (xviii): North Carolina
As to (xiv) and (xvi): Florida
As to (xv): Virginia
(d) Title of Class of Securities:
Common Stock ($0.10 par value)
679580100
| |
Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable. This is a joint filing by the persons identified in Item 2, above, pursuant to Rules 13d-1(d) and Rule 13d-1(k) but not a group filing.
The securities reported herein are beneficially owned by Audrey L. Congdon; the Audrey Lee Congdon Revocable Trust, dated February 17, 2005; the Karen C. Pigman February 2011 Grantor Retained Annuity Trust; an Irrevocable Trust Agreement, dated December 18, 1998, fbo Megan Yowell; an Irrevocable Trust Agreement, dated December 18, 1998, fbo Seth Yowell; the Melissa Penley Trust #1; the Matthew Penley Trust #1; the Mark Penley Trust #1; the Seth Morgan Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010; the Megan Elise Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010; the John B. Yowell Family Trust fbo Megan Yowell; the John B. Yowell Family Trust fbo Seth Yowell; the Audrey Lee Congdon Grantor Retained Annuity Trust 2012; the Earl E. Congdon GRAT Remainder Trust; the 1998 Earl E. Congdon Family Trust; the Earl and Kathryn Congdon Family Irrevocable Trust – 2011; the Karen C. Pigman Irrevocable Trust Number One; and the David S. Congdon and Helen S. Congdon Irrevocable Inter Vivos Trust Dated April 20, 2011. The total securities reported is 4,578,498 shares of the Issuer’s Common Stock, which constitutes 5.3% of such shares as of December 31, 2013.
As of December 31, 2013, Audrey L. Congdon has sole voting and dispositive power with respect to 3,297,760 shares (3.8%) of the Issuer’s Common Stock, consisting of 28,580 shares held by Audrey L. Congdon; 1,192,475 shares held by the Audrey Lee Congdon Revocable Trust, dated February 17, 2005; 215,844 shares held by the Karen C. Pigman February 2011 Grantor Retained Annuity Trust; 91,056 shares held by an Irrevocable Trust Agreement, dated December 18, 1998, fbo Megan Yowell; 91,056 shares held by an Irrevocable Trust Agreement, dated December 18, 1998, fbo Seth Yowell; 258,957 shares held by the Melissa Penley Trust #1; 258,957 shares held by the Matthew Penley Trust #1; 258,954 shares held by the Mark Penley Trust #1; 159,903 shares held by the Seth Morgan Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010; 159,903 shares held by the Megan Elise Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010; 61,855 shares held by the John B. Yowell Family Trust fbo Megan Yowell; 30,502 shares held by the John B. Yowell Family Trust fbo Seth Yowell; 224,043 shares held by the Audrey Lee Congdon Grantor Retained Annuity Trust 2012; 210,130 shares held by the Karen C. Pigman Irrevocable Trust Number One; and 55,545 shares held by the David S. Congdon and Helen S. Congdon Irrevocable Inter Vivos Trust Dated April 20, 2011. She shares voting and dispositive power with respect to 1,280,738 shares (1.5%) of the Issuer’s Common Stock, consisting of 645,976 shares held by the Earl E. Congdon GRAT Remainder Trust; 316,405 shares held by the 1998 Earl E. Congdon Family Trust; and 318,357 shares held by the Earl and Kathryn Congdon Family Irrevocable Trust – 2011. Audrey L. Congdon beneficially owns a total of 4,578,498 shares (5.3%) of the Issuer’s Common Stock.
As of December 31, 2013, the Audrey Lee Congdon Revocable Trust, dated February 17, 2005, beneficially owns 1,192,475 shares (1.4%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Karen C. Pigman February 2011 Grantor Retained Annuity Trust beneficially owns 215,844 shares (0.3%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, an Irrevocable Trust Agreement, dated December 18, 1998, fbo Megan Yowell, beneficially owns 91,056 shares (0.1%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, an Irrevocable Trust Agreement, dated December 18, 1998, fbo Seth Yowell, beneficially owns 91,056 shares (0.1%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Melissa Penley Trust #1 beneficially owns 258,957 shares (0.3%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Matthew Penley Trust #1 beneficially owns 258,957 shares (0.3%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Mark Penley Trust #1 beneficially owns 258,954 shares (0.3%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Seth Morgan Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010 beneficially owns 159,903 shares (0.2%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Megan Elise Yowell Irrevocable Inter Vivos Trust Dated August 25, 2010 beneficially owns 159,903 shares (0.2%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the John B. Yowell Family Trust fbo Megan Yowell beneficially owns 61,855 shares (0.1%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the John B. Yowell Family Trust fbo Seth Yowell beneficially owns 30,502 shares (0.0%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Audrey Lee Condon Grantor Retained Annuity Trust 2012 beneficially owns 224,043 shares (0.3%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the Earl E. Congdon GRAT Remainder Trust beneficially owns 645,976 shares (0.7%) of the Issuer’s Common Stock. Audrey L. Congdon, as Co-Trustee of that trust, shares voting and dispositive power over these shares.
As of December 31, 2013, the 1998 Earl E. Congdon Family Trust beneficially owns 316,405 shares (0.4%) of the Issuer’s Common Stock. Audrey L. Congdon, as Co-Trustee of that trust, shares voting and dispositive power over these shares.
As of December 31, 2013, the Earl and Kathryn Congdon Family Irrevocable Trust - 2011 beneficially owns 318,357 shares (0.4%) of the Issuer’s Common Stock. Audrey L. Congdon, as Co-Trustee of that trust, shares voting and dispositive power over these shares.
As of December 31, 2013, the Karen C. Pigman Irrevocable Trust Number One beneficially owns 210,130 shares (0.2%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
As of December 31, 2013, the David S. Congdon and Helen S. Congdon Irrevocable Inter Vivos Trust Dated April 20, 2011 beneficially owns 55,545 shares (0.1%) of the Issuer’s Common Stock. Audrey L. Congdon, as Trustee, has sole voting and dispositive power over these shares.
(a) Amount beneficially owned:
(i) 4,578,498
(ii) 1,192,475
(iii) 215,844
(iv) 91,056
(v) 91,056
(vi) 258,957
(vii) 258,957
(viii) 258,954
(ix) 159,903
(x) 159,903
(xi) 61,855
(xii) 30,502
(xiii) 224,043
(xiv) 645,976
(xv) 316,405
(xvi) 318,357
(xvii) 210,130
(xviii) 55,545
(b) Percent of Class:
(i) 5.3%
(ii) 1.4%
(iii) 0.3%
(iv) 0.1%
(v) 0.1%
(vi) 0.3%
(vii) 0.3%
(viii) 0.3%
(ix) 0.2%
(x) 0.2%
(xi) 0.1%
(xii) 0.0%
(xiii) 0.3%
(xiv) 0.7%
(xv) 0.4%
(xvi) 0.4%
(xvii) 0.2%
(xviii) 0.1%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
(i) 3,297,760
(ii) 1,192,475
(iii) 215,844
(iv) 91,056
(v) 91,056
(vi) 258,957
(vii) 258,957
(viii) 258,954
(ix) 159,903
(x) 159,903
(xi) 61,855
(xii) 30,502
(xiii) 224,043
(xiv) -0-
(xv) -0-
(xvi) -0-
(xvii) 210,130
(xviii) 55,545
(ii) Shared power to vote or to direct the vote
(i) 1,280,738
(ii) -0-
(iii) -0-
(iv) -0-
(v) -0-
(vi) -0-
(vii) -0-
(viii) -0-
(ix) -0-
(x) -0-
(xi) -0-
(xii) -0-
(xiii) -0-
(xiv) 645,976
(xv) 316,405
(xvi) 318,357
(xvii) -0-
(xviii) -0-
(iii) Sole power to dispose or to direct the disposition of
(i) 3,297,760
(ii) 1,192,475
(iii) 215,844
(iv) 91,056
(v) 91,056
(vi) 258,957
(vii) 258,957
(viii) 258,954
(ix) 159,903
(x) 159,903
(xi) 61,855
(xii) 30,502
(xiii) 224,043
(xiv) -0-
(xv) -0-
(xvi) -0-
(xvii) 210,130
(xviii) 55,545
(iv) Shared power to dispose or to direct the disposition of
(i) 1,280,738
(ii) -0-
(iii) -0-
(iv) -0-
(v) -0-
(vi) -0-
(vii) -0-
(viii) -0-
(ix) -0-
(x) -0-
(xi) -0-
(xii) -0-
(xiii) -0-
(xiv) 645,976
(xv) 316,405
(xvi) 318,357
(xvii) -0-
(xviii) -0-
| |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]
| |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
See information in Item 4, above.
| |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| |
Item 8. | Identification and Classification of Members of the Group |
See Item 3 and Item 4, above.
| |
Item 9. | Notice of Dissolution of Group |
Not Applicable
Not Applicable
This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
February 12, 2014
AUDREY L. CONGDON
/s/ Audrey L. Congdon
Audrey L. Congdon
AUDREY LEE CONGDON REVOCABLE TRUST, DATED FEBRUARY 17, 2005
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
KAREN C. PIGMAN FEBRUARY 2011 GRANTOR RETAINED ANNUITY TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MEGAN YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO SETH YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MELISSA PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MATTHEW PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MARK PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
SETH MORGAN YOWELL IRREVOCABLE INTER VIVOS TRUST DATED AUGUST 25, 2010
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MEGAN ELISE YOWELL IRREVOCABLE INTER VIVOS TRUST DATED AUGUST 25, 2010
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
JOHN B. YOWELL FAMILY TRUST FBO MEGAN YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
JOHN B. YOWELL FAMILY TRUST FBO SETH YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
AUDREY LEE CONGDON GRANTOR RETAINED ANNUITY TRUST 2012
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
EARL E. CONGDON GRAT REMAINDER TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
1998 EARL E. CONGDON FAMILY TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
KAREN C. PIGMAN IRREVOCABLE TRUST NUMBER ONE
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
DAVID S. CONGDON AND HELEN S. CONGDON IRREVOCABLE INTER VIVOS TRUST DATED APRIL 20, 2011
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G/A and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February 12, 2014.
AUDREY L. CONGDON
/s/ Audrey L. Congdon
Audrey L. Congdon
AUDREY LEE CONGDON REVOCABLE TRUST, DATED FEBRUARY 17, 2005
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
KAREN C. PIGMAN FEBRUARY 2011 GRANTOR RETAINED ANNUITY TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MEGAN YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO SETH YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MELISSA PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MATTHEW PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MARK PENLEY TRUST #1
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
SETH MORGAN YOWELL IRREVOCABLE INTER VIVOS TRUST DATED AUGUST 25, 2010
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
MEGAN ELISE YOWELL IRREVOCABLE INTER VIVOS TRUST DATED AUGUST 25, 2010
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
JOHN B. YOWELL FAMILY TRUST FBO MEGAN YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
JOHN B. YOWELL FAMILY TRUST FBO SETH YOWELL
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
AUDREY LEE CONGDON GRANTOR RETAINED ANNUITY TRUST 2012
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
EARL E. CONGDON GRAT REMAINDER TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
1998 EARL E. CONGDON FAMILY TRUST
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Co-Trustee
KAREN C. PIGMAN IRREVOCABLE TRUST NUMBER ONE
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee
DAVID S. CONGDON AND HELEN S. CONGDON IRREVOCABLE INTER VIVOS TRUST DATED APRIL 20, 2011
By: /s/ Audrey L. Congdon
Audrey L. Congdon, Trustee