FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRUFFETT STEPHEN L 		2. Issuer Name and Ticker or Trading Symbol

Con-way Inc. [ CNW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & CFO
(Last)          (First)          (Middle)

2211 OLD EARHART ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/30/2015
(Street)

ANN ARBOR, MI 48105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/30/2015     U    56857.393   D $47.60   37056.   D    
Common Stock   10/30/2015     D    14063.   D   (1) 22993.   D    
Common Stock   10/30/2015     D    22993.   D   (2) 0   D    
Common Stock   10/30/2015     A    22993.   A   (3) 22993.   D    
Common Stock   10/30/2015     D    22993.   D   (3) 0   D    
Common Stock   10/30/2015     A    14063.   A   (4) 14063.   D    
Common Stock   10/30/2015     D    14063.   D   (4) 0   D    
Common Stock   10/30/2015     U    672.1997   D $47.60   0   I   401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
CSAR - Stock Appreciation Right   $28.92   10/30/2015     D         13479.      (5) 2/9/2020   Common Stock   13479.     (5) 0   D    
Stock Option (Right to Buy)   $31.89   10/30/2015     D         17813.      (6) 2/7/2021   Common Stock   17813.     (6) 0   D    
ISO - Stock Option (Right to Buy)   $50.38   10/30/2015     D         10000.      (6) 9/20/2018   Common Stock   10000.     (6) 0   D    

Explanation of Responses:
( 1)  These Restricted Stock Units ("RSUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested and cancelled pursuant to the Agreement and Plan of Merger, dated September 9, 2015, among the issuer, XPO Logistics, Inc. ("XPO") and Canada Merger Corp. (the "Merger Agreement"), in exchange for a cash amount equal to the per share merger consideration of $47.60 (the "Per Share Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such RSU.
( 2)  Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these RSUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such RSUs and (ii) the Per Share Merger Consideration.
( 3)  Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these PSPUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such PSPUs (determined assuming that performance-based vesting conditions applicable to the PSPUs are satisfied at target) and (ii) the Per Share Merger Consideration.
( 4)  These Performance Share Plan Units ("PSPUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested (with the performance-based vesting conditions deemed satisfied at target) and cancelled in exchange for a cash amount equal to the Per Share Merger Consideration multiplied by number of Shares subject to such PSPU.
( 5)  Each stock appreciation right, whether vested or unvested, was converted pursuant to the Merger Agreement into a stock appreciation right to purchase XPO Shares on the same terms and conditions as applicable to this stock appreciation right, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the stock appreciation right as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such stock appreciation right immediately prior to the Effective Time by (y) the Equity Award Conversion Amount.
( 6)  Each option, whether vested or unvested, was converted pursuant to the Merger Agreement into an option to purchase XPO Shares on the same terms and conditions as applicable to this option, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the option as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such option immediately prior to the Effective Time by (y) the Equity Award Conversion Amount.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRUFFETT STEPHEN L
2211 OLD EARHART ROAD
ANN ARBOR, MI 48105

EVP & CFO

Signatures
By: Uzma Ahmad For: Stephen L. Bruffett 11/2/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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