SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gantt Greg C
(Last) (First) (Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY
(Street)
THOMASVILLE NC 27360
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
4. If Amendment, Date of 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
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 04/01/2024 M 350 A (1) 94,126(2) D
Common Stock 04/01/2024 M 480 A (1) 94,606 D
Common Stock 04/01/2024 M 708 A (1) 95,314 D
Common Stock 04/01/2024 M 824 A (1) 96,138 D
Common Stock 04/01/2024 M 338 A (1) 96,476 D
Common Stock 04/01/2024 M 550 A (1) 97,026 D
Common Stock 04/01/2024 M 1,858 A (1) 98,884 D
Common Stock 04/01/2024 F 2,125 D $219.31 96,759 D
Common Stock 15,792(3) I By 401(k) Plan
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 Securities Underlying Derivative Security (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: 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) 04/01/2024 M 350(4) 04/01/2024 04/01/2024 Common Stock 350(4) (1) 6,988(4) D
Phantom Stock (2014 grant) (1) 04/01/2024 M 480(4) 04/01/2024 04/01/2024 Common Stock 480(4) (1) 9,608(4) D
Phantom Stock (2013 grant) (1) 04/01/2024 M 708(4) 04/01/2024 04/01/2024 Common Stock 708(4) (1) 14,160(4) D
Phantom Stock (2012 grant) (1) 04/01/2024 M 824(5) 04/01/2024 04/01/2024 Common Stock 824(5) (1) 11,554(5) D
Phantom Stock (2011 grant) (1) 04/01/2024 M 338(5) 04/01/2024 04/01/2024 Common Stock 338(5) (1) 4,724(5) D
Phantom Stock (2010 grant) (1) 04/01/2024 M 550(6) 04/01/2024 04/01/2024 Common Stock 550(6) (1) 7,698(6) D
Phantom Stock (grants prior to 2010) (1) 04/01/2024 M 1,858(6) 04/01/2024 04/01/2024 Common Stock 1,858(6) (1) 26,000(6) D
Explanation of Responses:
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 April 1, 2024.
2. On March 28, 2024, Old Dominion Freight Line, Inc. common stock began trading on a two-for-one stock split-adjusted basis, resulting in the reporting person's ownership of 46,888 additional shares of common stock.
3. On March 28, 2024, Old Dominion Freight Line, Inc. common stock began trading on a two-for-one stock split-adjusted basis, resulting in the reporting person's ownership of 7,896 additional shares of common stock.
4. Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on March 25, 2020.
5. 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.
6. 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.
/s/ Greg C. Gantt 04/02/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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