Old Dominion Freight Line Inc.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 15:38

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Gantt Greg C
2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE, INC. [ODFL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC., 500 OLD DOMINION WAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
THOMASVILLE, NC 27360 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2024 M 350 A (1) 98,240 D
Common Stock 11/01/2024 M 480 A (1) 98,720 D
Common Stock 11/01/2024 M 708 A (1) 99,428 D
Common Stock 11/01/2024 M 824 A (1) 100,252 D
Common Stock 11/01/2024 M 338 A (1) 100,590 D
Common Stock 11/01/2024 M 550 A (1) 101,140 D
Common Stock 11/01/2024 M 1,858 A (1) 102,998 D
Common Stock 11/01/2024 F 2,125 D $201.32 100,873 D
Common Stock 268 I By spouse 401(k) plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2015 grant) (1) 11/01/2024 M 350(2) 11/01/2024 11/01/2024 Common Stock 350(2) (1) 4,538(2) D
Phantom Stock (2014 grant) (1) 11/01/2024 M 480(2) 11/01/2024 11/01/2024 Common Stock 480(2) (1) 6,248(2) D
Phantom Stock (2013 grant) (1) 11/01/2024 M 708(2) 11/01/2024 11/01/2024 Common Stock 708(2) (1) 9,204(2) D
Phantom Stock (2012 grant) (1) 11/01/2024 M 824(3) 11/01/2024 11/01/2024 Common Stock 824(3) (1) 5,786(3) D
Phantom Stock (2011 grant) (1) 11/01/2024 M 338(3) 11/01/2024 11/01/2024 Common Stock 338(3) (1) 2,358(3) D
Phantom Stock (2010 grant) (1) 11/01/2024 M 550(4) 11/01/2024 11/01/2024 Common Stock 550(4) (1) 3,848(4) D
Phantom Stock (grants prior to 2010) (1) 11/01/2024 M 1,858(4) 11/01/2024 11/01/2024 Common Stock 1,858(4) (1) 12,994(4) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gantt Greg C
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
THOMASVILLE, NC 27360 		X

Signatures

/s/ Greg C. Gantt 11/04/2024
**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) Each share of phantom stock was the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock. This Form 4 is being filed to report the settlement of certain outstanding phantom stock awards in shares of Old Dominion Freight Line, Inc. common stock on November 1, 2024.
(2) Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on March 25, 2020.
(3) Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on each of March 25, 2020 and September 10, 2012.
(4) Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on each of March 25, 2020, September 10, 2012 and August 24, 2010.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.