Filing Details
- Accession Number:
- 0001193125-17-038512
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-10 17:02:32
- Filed By:
- Congdon David S
- Company:
- Old Dominion Freight Line Inc. (NASDAQ:ODFL)
- Filing Date:
- 2017-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| David S. Congdon | 2,009,087 | 2,772,089 | 2,009,087 | 2,772,089 | 4,781,176 | 5.8% |
| David S. Congdon Revocable Trust, dated December 3, 1991 | 643,161 | 0 | 643,161 | 0 | 643,161 | 0.8% |
| David S. Congdon Irrevocable Trust 1, dated December 1, 199 | 0 | 629,776 | 0 | 629,776 | 629,776 | 0.8% |
| Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon | 92,409 | 0 | 92,409 | 0 | 92,409 | 0.1% |
| Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon | 92,410 | 0 | 92,410 | 0 | 92,410 | 0.1% |
| Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon | 92,410 | 0 | 92,410 | 0 | 92,410 | 0.1% |
| Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7 | 0 | 160,993 | 0 | 160,993 | 160,993 | 0.2% |
| Kathryn Congdon Harrell Grantor Retained Annuity Trust | 0 | 41,411 | 0 | 41,411 | 41,411 | 0.1% |
| Kathryn Congdon Harrell Grantor Retained Annuity Trust | 0 | 100,000 | 0 | 100,000 | 100,000 | 0.1% |
| Marilyn Congdon Nowell Grantor Retained Annuity Trust | 0 | 41,411 | 0 | 41,411 | 41,411 | 0.1% |
| Marilyn Congdon Nowell Grantor Retained Annuity Trust | 0 | 100,000 | 0 | 100,000 | 100,000 | 0.1% |
| 1998 Earl E. Congdon Family Trust | 0 | 316,405 | 0 | 316,405 | 316,405 | 0.4% |
| Earl and Kathryn Congdon Family Irrevocable Trust | 0 | 318,357 | 0 | 318,357 | 318,357 | 0.4% |
| Helen S. Congdon Revocable Inter Vivos Trust, dated April | 0 | 89,384 | 0 | 89,384 | 89,384 | 0.1% |
| Seay Family Trust, dated November | 0 | 29,125 | 0 | 29,125 | 29,125 | 0.0% |
| David S. Congdon Grantor Retained Annuity Trust | 82,271 | 0 | 82,271 | 0 | 82,271 | 0.1% |
| David S. Congdon Grantor Retained Annuity Trust | 265,000 | 0 | 265,000 | 0 | 265,000 | 0.3% |
| David S. Congdon Irrevocable Trust | 0 | 299,251 | 0 | 299,251 | 299,251 | 0.4% |
| Audrey L. Congdon Irrevocable Trust 1, dated December 1, 199 | 385,781 | 0 | 385,781 | 0 | 385,781 | 0.5% |
| Audrey L. Congdon Irrevocable Trust | 294,813 | 0 | 294,813 | 0 | 294,813 | 0.4% |
| Earl E. Congdon GRAT Remainder Trust | 0 | 645,976 | 0 | 645,976 | 645,976 | 0.8% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information To Be Included In Statements Filed
Pursuant To § 240.13d-1(b), (c) And (d) And
Amendments Thereto Filed Pursuant To § 240.13d-2
(Amendment No. 22)*
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, 2016
(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)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
2,009,087 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
2,772,089 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
2,009,087 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
2,772,089 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,781,176 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% | |||||
| 12. | TYPE OF REPORTING PERSON
IN (See Item 4) | |||||
Page 2 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon Revocable Trust, dated December 3, 1991 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
643,161 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
643,161 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,161 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
| 12. | TYPE OF REPORTING PERSON
OO (See Item 4) | |||||
Page 3 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon Irrevocable Trust #1, dated December 1, 1992 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
629,776 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
629,776 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,776 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
| 12. | TYPE OF REPORTING PERSON
OO (See Item 4) | |||||
Page 4 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
92,409 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
92,409 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,409 | |||||
| 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) | |||||
Page 5 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
92,410 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
92,410 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,410 | |||||
| 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) | |||||
Page 6 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
92,410 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
92,410 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,410 | |||||
| 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) | |||||
Page 7 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
160,993 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
160,993 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,993 | |||||
| 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) | |||||
Page 8 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
41,411 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
41,411 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,411 | |||||
| 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) | |||||
Page 9 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kathryn Congdon Harrell Grantor Retained Annuity Trust 2016 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
100,000 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
100,000 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 | |||||
| 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) | |||||
Page 10 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
41,411 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
41,411 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,411 | |||||
| 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) | |||||
Page 11 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marilyn Congdon Nowell Grantor Retained Annuity Trust 2016 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
100,000 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
100,000 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 | |||||
| 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) | |||||
Page 12 of 36 pages
CUSIP No. 679580100
| 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) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 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) | |||||
Page 13 of 36 pages
CUSIP No. 679580100
| 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) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 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) | |||||
Page 14 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
89,384 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
89,384 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,384 | |||||
| 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) | |||||
Page 15 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Seay Family Trust, dated November 21, 2012 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
29,125 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
29,125 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,125 | |||||
| 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) | |||||
Page 16 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon Grantor Retained Annuity Trust 2015 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
82,271 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
82,271 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,271 | |||||
| 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) | |||||
Page 17 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon Grantor Retained Annuity Trust 2016 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
265,000 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
265,000 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000 | |||||
| 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) | |||||
Page 18 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David S. Congdon Irrevocable Trust #2, dated November 18, 1999 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
-0- (See Item 4) | ||||
| 6. | SHARED VOTING POWER
299,251 (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
299,251 (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,251 | |||||
| 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) | |||||
Page 19 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
385,781 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
385,781 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,781 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% | |||||
| 12. | TYPE OF REPORTING PERSON
OO (See Item 4) | |||||
Page 20 of 36 pages
CUSIP No. 679580100
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
294,813 (See Item 4) | ||||
| 6. | SHARED VOTING POWER
-0- (See Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
294,813 (See Item 4) | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- (See Item 4) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,813 | |||||
| 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) | |||||
Page 21 of 36 pages
CUSIP No. 679580100
| 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) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 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
0.8% | |||||
| 12. | TYPE OF REPORTING PERSON
OO (See Item 4) | |||||
Page 22 of 36 pages
CUSIP No. 679580100
Item 1.
| (a) | Name of Issuer: |
Old Dominion Freight Line, Inc.
| (b) | Address of Issuers Principal Executive Offices: |
500 Old Dominion Way
Thomasville, NC 27360
Item 2.
| (a) | Names of Persons Filing: |
| (i) | David S. Congdon |
| (ii) | David S. Congdon Revocable Trust, dated December 3, 1991 |
| (iii) | David S. Congdon Irrevocable Trust #1, dated December 1, 1992 |
| (iv) | Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon |
| (v) | Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon |
| (vi) | Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon |
| (vii) | Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010 |
| (viii) | Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015 |
| (ix) | Kathryn Congdon Harrell Grantor Retained Annuity Trust 2016 |
| (x) | Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015 |
| (xi) | Marilyn Congdon Nowell Grantor Retained Annuity Trust 2016 |
| (xii) | 1998 Earl E. Congdon Family Trust |
| (xiii) | Earl and Kathryn Congdon Family Irrevocable Trust - 2011 |
| (xiv) | Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012 |
| (xv) | Seay Family Trust, dated November 21, 2012 |
| (xvi) | David S. Congdon Grantor Retained Annuity Trust 2015 |
| (xvii) | David S. Congdon Grantor Retained Annuity Trust 2016 |
| (xviii) | David S. Congdon Irrevocable Trust #2, dated November 18, 1999 |
| (xix) | Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992 |
| (xx) | Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004 |
| (xxi) | Earl E. Congdon GRAT Remainder Trust |
| (b) | Address of Principal Business Office or, if None, Residence: |
| As to (i) through (xii) and (xiv) through (xx): | 500 Old Dominion Way | |
| Thomasville, NC 27360 | ||
| As to (xiii) and (xxi): | 20 Harborage Isle | |
| Fort Lauderdale, FL 33316 | ||
| (c) | Citizenship: |
| As to (i) | USA | |
| As to (ii) through (xi) and (xiv) through (xx) | North Carolina | |
| As to (xii) | Virginia | |
| As to (xiii) and (xxi): | Florida |
Page 23 of 36 pages
CUSIP No. 679580100
| (d) | Title of Class of Securities: |
Common Stock ($0.10 par value)
| (e) | CUSIP Number: |
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.
| Item 4. | Ownership. |
The securities reported herein are beneficially owned by David S. Congdon, the David S. Congdon Revocable Trust, dated December 3, 1991, the David S. Congdon Irrevocable Trust #1, dated December 1, 1992, the Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, the Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, the Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010, the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015, the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2016, the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015, the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2016, the 1998 Earl E. Congdon Family Trust, the Earl and Kathryn Congdon Family Irrevocable Trust - 2011, the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012, the Seay Family Trust, dated November 21, 2012, the David S. Congdon Grantor Retained Annuity Trust 2015, the David S. Congdon Grantor Retained Annuity Trust 2016, the David S. Congdon Irrevocable Trust #2, dated November 18, 1999, the Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992, the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004, and the Earl E. Congdon GRAT Remainder Trust. The total securities reported is 4,781,176 shares of the Issuers Common Stock, which constitutes 5.8% of such shares as of December 31, 2016.
As of December 31, 2016, David S. Congdon has sole voting and dispositive power with respect to 2,009,087 shares (2.4%) of the Issuers Common Stock, of which 5,334 shares are held directly by David S. Congdon, 55,498 shares are held by David S. Congdon in his 401(k) plan, 643,161 shares are held by the David S. Congdon Revocable Trust, dated December 3, 1991, 92,409 shares are held by an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, 92,410 shares are held an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, 92,410 shares are held by an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, 82,271 shares are held by the David S. Congdon Grantor Retained Annuity Trust 2015, 265,000 shares are held by the David S. Congdon Grantor Retained Annuity Trust 2016, 385,781 shares are held by the Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992, and 294,813 shares are held by the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004. He shares voting and dispositive power with respect to 2,772,089 shares (3.4%) of the Issuers Common Stock, consisting of 629,776 shares held by the David S. Congdon Irrevocable Trust #1, dated December 1, 1992, 160,993 shares held by the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010, 41,411 shares held by the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015, 100,000 shares held by the Kathryn Congdon Harrell Grantor Retained Annuity Trust
Page 24 of 36 pages
CUSIP No. 679580100
2016, 41,411 shares held by the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015, 100,000 shares held by the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2016, 316,405 shares held by the 1998 Earl E. Congdon Family Trust, 318,357 shares held by the Earl and Kathryn Congdon Family Irrevocable Trust 2011, 89,384 shares held by the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012, 29,125 shares held by the Seay Family Trust, dated November 21, 2012, 299,251 shares held by the David S. Congdon Irrevocable Trust #2, dated November 18, 1999 and 645,976 shares held by the Earl E. Congdon GRAT Remainder Trust. David S. Congdon beneficially owns a total of 4,781,176 shares (5.8%) of the Issuers Common Stock.
As of December 31, 2016, the David S. Congdon Revocable Trust, dated December 3, 1991, owns directly 643,161 shares (0.8%) of the Issuers Common Stock. David S. Congdon, as Trustee, has sole voting and sole dispositive power over those shares.
As of December 31, 2016, the David S. Congdon Irrevocable Trust #1, dated December 1, 1992, owns directly 629,776 shares (0.8%) of the Issuers Common Stock. Although Mr. Congdons wife, Helen Congdon, as Trustee, has sole voting and sole dispositive power over those shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, an Irrevocable Trust, dated December 18, 1998, fbo Marilyn Congdon, has sole voting and dispositive power with respect to 92,409 shares (0.1%) of the Issuers Common Stock. David S. Congdon is the Trustee. Marilyn Congdon is a child of David S. Congdon.
As of December 31, 2016, an Irrevocable Trust, dated December 18, 1998, fbo Kathryn Congdon, has sole voting and dispositive power with respect to 92,410 shares (0.1%) of the Issuers Common Stock. David S. Congdon is the Trustee. Kathryn Congdon is a child of David S. Congdon.
As of December 31, 2016, an Irrevocable Trust, dated December 18, 1998, fbo Ashlyn Congdon, has sole voting and dispositive power with respect to 92,410 shares (0.1%) of the Issuers Common Stock. David S. Congdon is the Trustee. Ashlyn Congdon is a child of David S. Congdon.
As of December 31, 2016, the Ashlyn Lane Congdon Revocable Intervivos Trust, dated December 7, 2010, beneficially owns 160,993 shares (0.2%) of the Issuers Common Stock. Although Mr. Congdons daughter, Ashlyn Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2015 beneficially owns 41,411 shares (0.1%) of the Issuers Common Stock. Although Mr. Congdons daughter, Kathryn Congdon Harrell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, the Kathryn Congdon Harrell Grantor Retained Annuity Trust 2016 beneficially owns 100,000 shares (0.1%) of the Issuers Common Stock. Although Mr. Congdons daughter, Kathryn Congdon Harrell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
Page 25 of 36 pages
CUSIP No. 679580100
As of December 31, 2016, the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2015 beneficially owns 41,411 shares (0.1%) of the Issuers Common Stock. Although Mr. Congdons daughter, Marilyn Congdon Nowell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, the Marilyn Congdon Nowell Grantor Retained Annuity Trust 2016 beneficially owns 100,000 shares (0.1%) of the Issuers Common Stock. Although Mr. Congdons daughter, Marilyn Congdon Nowell, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, the 1998 Earl E. Congdon Family Trust, dated July 23, 2003, beneficially owns 316,405 shares (0.4%) of the Issuers Common Stock. David S. Congdon is Co-Trustee of that trust.
As of December 31, 2016, the Earl and Kathryn Congdon Family Irrevocable Trust - 2011 owns 318,357 shares (0.4%) of the Issuers Common Stock. David S. Congdon is Co-Trustee of that trust.
As of December 31, 2016, the Helen S. Congdon Revocable Inter Vivos Trust, dated April 24, 2012, owns directly 89,384 shares (0.1%) of the Issuers Common Stock. Although Mr. Congdons wife, Helen Congdon, as Trustee, has sole voting and sole dispositive power over those shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, the Seay Family Trust, dated November 21, 2012, owns directly 29,125 shares (0.0%) of the Issuers Common Stock. Although Mr. Congdons wife, Helen Congdon, as Trustee, has sole voting and sole dispositive power over those shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
As of December 31, 2016, David S. Congdon, as Trustee and grantor of the David S. Congdon Grantor Retained Annuity Trust 2015, has sole voting and dispositive power with respect to 82,271 shares (0.1%) of the Issuers Common Stock held by the David S. Congdon Grantor Retained Annuity Trust 2015.
As of December 31, 2016, David S. Congdon, as Trustee and grantor of the David S. Congdon Grantor Retained Annuity Trust 2016, has sole voting and dispositive power with respect to 265,000 shares (0.3%) of the Issuers Common Stock held by the David S. Congdon Grantor Retained Annuity Trust 2016.
As of December 31, 2016, the David S. Congdon Irrevocable Trust #2, dated November 18, 1999, owns directly 299,251 shares (0.4%) of the Issuers Common Stock. Although Mr. Congdons wife, Helen Congdon, as Trustee, has sole voting and dispositive power over these shares, they are shown below under c(ii) and c(iv) as shared voting and power to dispose.
Page 26 of 36 pages
CUSIP No. 679580100
As of December 31, 2016, the Audrey L. Congdon Irrevocable Trust #1, dated December 1, 1992, owns directly 385,781 shares (0.5%) of the Issuers Common Stock. David S. Congdon has sole voting and dispositive power over these shares as Trustee of that trust. Audrey L. Congdon is the sister of David S. Congdon.
As of December 31, 2016, the Audrey L. Congdon Irrevocable Trust #2, dated May 28, 2004, owns directly 294,813 shares (0.4%) of the Issuers Common Stock. David S. Congdon has sole voting and dispositive power over these shares as Trustee of that trust. Audrey L. Congdon is the sister of David S. Congdon.
As of December 31, 2016, the Earl E. Congdon GRAT Remainder Trust beneficially owns 645,976 shares (0.8%) of the Issuers Common Stock. David S. Congdon is Co-Trustee of that trust.
| (a) | Amount beneficially owned: |
| (i) | 4,781,176 |
| (ii) | 643,161 |
| (iii) | 629,776 |
| (iv) | 92,409 |
| (v) | 92,410 |
| (vi) | 92,410 |
| (vii) | 160,993 |
| (viii) | 41,411 |
| (ix) | 100,000 |
| (x) | 41,411 |
| (xi) | 100,000 |
| (xii) | 316,405 |
| (xiii) | 318,357 |
| (xiv) | 89,384 |
| (xv) | 29,125 |
| (xvi) | 82,271 |
| (xvii) | 265,000 |
| (xviii) | 299,251 |
| (xix) | 385,781 |
| (xx) | 294,813 |
| (xxi) | 645,976 |
| (b) | Percent of Class: |
| (i) | 5.8% |
| (ii) | 0.8% |
| (iii) | 0.8% |
| (iv) | 0.1% |
| (v) | 0.1% |
| (vi) | 0.1% |
| (vii) | 0.2% |
| (viii) | 0.1% |
| (ix) | 0.1% |
| (x) | 0.1% |
Page 27 of 36 pages
CUSIP No. 679580100
| (xi) | 0.1% |
| (xii) | 0.4% |
| (xiii) | 0.4% |
| (xiv) | 0.1% |
| (xv) | 0.0% |
| (xvi) | 0.1% |
| (xvii) | 0.3% |
| (xviii) | 0.4% |
| (xix) | 0.5% |
| (xx) | 0.4% |
| (xxi) | 0.8% |
| (c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| (i) | 2,009,087 |
| (ii) | 643,161 |
| (iii) | -0- |
| (iv) | 92,409 |
| (v) | 92,410 |
| (vi) | 92,410 |
| (vii) | -0- |
| (viii) | -0- |
| (ix) | -0- |
| (x) | -0- |
| (xi) | -0- |
| (xii) | -0- |
| (xiii) | -0- |
| (xiv) | -0- |
| (xv) | -0- |
| (xvi) | 82,271 |
| (xvii) | 265,000 |
| (xviii) | -0- |
| (xix) | 385,781 |
| (xx) | 294,813 |
| (xxi) | -0- |
| (ii) | Shared power to vote or to direct the vote |
| (i) | 2,772,089 |
| (ii) | -0- |
| (iii) | 629,776 |
| (iv) | -0- |
| (v) | -0- |
| (vi) | -0- |
| (vii) | 160,993 |
| (viii) | 41,411 |
| (ix) | 100,000 |
| (x) | 41,411 |
Page 28 of 36 pages
CUSIP No. 679580100
| (xi) | 100,000 |
| (xii) | 316,405 |
| (xiii) | 318,357 |
| (xiv) | 89,384 |
| (xv) | 29,125 |
| (xvi) | -0- |
| (xvii) | -0- |
| (xviii) | 299,251 |
| (xix) | -0- |
| (xx) | -0- |
| (xxi) | 645,976 |
| (iii) | Sole power to dispose or to direct the disposition of |
| (i) | 2,009,087 |
| (ii) | 643,161 |
| (iii) | -0- |
| (iv) | 92,409 |
| (v) | 92,410 |
| (vi) | 92,410 |
| (vii) | -0- |
| (viii) | -0- |
| (ix) | -0- |
| (x) | -0- |
| (xi) | -0- |
| (xii) | -0- |
| (xiii) | -0- |
| (xiv) | -0- |
| (xv) | -0- |
| (xvi) | 82,271 |
| (xvii) | 265,000 |
| (xviii) | -0- |
| (xix) | 385,781 |
| (xx) | 294,813 |
| (xxi) | -0- |
| (iv) | Shared power to dispose or to direct the disposition of |
| (i) | 2,772,089 |
| (ii) | -0- |
| (iii) | 629,776 |
| (iv) | -0- |
| (v) | -0- |
| (vi) | -0- |
| (vii) | 160,993 |
| (viii) | 41,411 |
| (ix) | 100,000 |
| (x) | 41,411 |
| (xi) | 100,000 |
| (xii) | 316,405 |
Page 29 of 36 pages
CUSIP No. 679580100
| (xiii) | 318,357 |
| (xiv) | 89,384 |
| (xv) | 29,125 |
| (xvi) | -0- |
| (xvii) | -0- |
| (xviii) | 299,251 |
| (xix) | -0- |
| (xx) | -0- |
| (xxi) | 645,976 |
| 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
| Item 10. | Certifications |
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.
Page 30 of 36 pages
CUSIP No. 679580100
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 10, 2017
| DAVID S. CONGDON | ||
| /s/ David S. Congdon | ||
| David S. Congdon | ||
DAVID S. CONGDON REVOCABLE TRUST, DATED DECEMBER 3, 1991
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee | ||
DAVID S. CONGDON IRREVOCABLE TRUST #1, DATED DECEMBER 1, 1992
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee | ||
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee | ||
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee | ||
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee | ||
ASHLYN LANE CONGDON REVOCABLE INTERVIVOS TRUST, DATED DECEMBER 7, 2010
| By: | /s/ David S. Congdon | |
| David S. Congdon, by Power of Attorney for Ashlyn L. Congdon, Trustee | ||
KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2015
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
Page 31 of 36 pages
CUSIP No. 679580100
KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2016
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2015
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2016
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
1998 EARL E. CONGDON FAMILY TRUST
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
HELEN S. CONGDON REVOCABLE INTER VIVOS TRUST, DATED APRIL 24, 2012
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
SEAY FAMILY TRUST, DATED NOVEMBER 21, 2012
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2015
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2016
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
Page 32 of 36 pages
CUSIP No. 679580100
DAVID S. CONGDON IRREVOCABLE TRUST #2, DATED NOVEMBER 18, 1999
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
AUDREY L. CONGDON IRREVOCABLE TRUST #1, DATED DECEMBER 1, 1992
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
AUDREY L. CONGDON IRREVOCABLE TRUST #2, DATED MAY 28, 2004
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
EARL E. CONGDON GRAT REMAINDER TRUST
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
Page 33 of 36 pages
CUSIP No. 679580100
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 10, 2017.
DAVID S. CONGDON
| /s/ David S. Congdon |
| David S. Congdon |
DAVID S. CONGDON REVOCABLE TRUST, DATED DECEMBER 3, 1991
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
DAVID S. CONGDON IRREVOCABLE TRUST #1, DATED DECEMBER 1, 1992
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO MARILYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO KATHRYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
IRREVOCABLE TRUST, DATED DECEMBER 18, 1998, FBO ASHLYN CONGDON
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
ASHLYN LANE CONGDON REVOCABLE INTERVIVOS TRUST, DATED DECEMBER 7, 2010
| By: | /s/ David S. Congdon | |
| David S. Congdon, by Power of Attorney for Ashlyn L. Congdon, Trustee |
KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2015
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
Page 34 of 36 pages
CUSIP No. 679580100
KATHRYN CONGDON HARRELL GRANTOR RETAINED ANNUITY TRUST 2016
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2015
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
MARILYN CONGDON NOWELL GRANTOR RETAINED ANNUITY TRUST 2016
| By: Atlantic Trust Company, NA, Trustee | ||
| By: | /s/ Leah M. Caracheo | |
| Leah M. Caracheo, Senior Vice President | ||
1998 EARL E. CONGDON FAMILY TRUST
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
EARL AND KATHRYN CONGDON FAMILY IRREVOCABLE TRUST - 2011
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
HELEN S. CONGDON REVOCABLE INTER VIVOS TRUST, DATED APRIL 24, 2012
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
SEAY FAMILY TRUST, DATED NOVEMBER 21, 2012
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2015
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
Page 35 of 36 pages
CUSIP No. 679580100
DAVID S. CONGDON GRANTOR RETAINED ANNUITY TRUST 2016
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
DAVID S. CONGDON IRREVOCABLE TRUST #2, DATED NOVEMBER 18, 1999
| By: | /s/ Helen S. Congdon | |
| Helen S. Congdon, Trustee |
AUDREY L. CONGDON IRREVOCABLE TRUST #1, DATED DECEMBER 1, 1992
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
AUDREY L. CONGDON IRREVOCABLE TRUST #2, DATED MAY 28, 2004
| By: | /s/ David S. Congdon | |
| David S. Congdon, Trustee |
EARL E. CONGDON GRAT REMAINDER TRUST
| By: | /s/ David S. Congdon | |
| David S. Congdon, Co-Trustee |
Page 36 of 36 pages