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).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
COEL KEVIN S
  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)
SVP & Controller
(Last)
(First)
(Middle)
1717 NW 21ST AVE
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2012
(Street)

PORTLAND, OR 97209
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
Restricted Stock 02/07/2012   A   5,023 (1) A $ 0 16,208 D  
Common Stock               3,808.8115 D  
Common Stock               2,386.3599 I by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Non-Qualified Stock Option (right to buy) $ 20.27               (2) 01/26/2019 Common Stock 12,062   12,062 D  
Non-Qualified Stock Option (right to buy) (3) $ 28.92             01/01/2011 02/09/2020 Common Stock 12,786   12,786 D  
Non-Qualified Stock Option (right to buy) $ 31.38             12/02/2003(4) 12/02/2012 Common Stock 2,750   2,750 D  
Non-Qualified Stock Option (right to buy) $ 31.89               (2) 02/07/2021 Common Stock 13,648   13,648 D  
Non-Qualified Stock Option (right to buy) $ 32.96             12/15/2004 12/15/2013 Common Stock 6,500   6,500 D  
Non-Qualified Stock Option (right to buy) $ 44.09               (2) 01/28/2018 Common Stock 6,107   6,107 D  
Non-Qualified Stock Option (right to buy) $ 46.02               (2) 01/24/2015 Common Stock 4,000   4,000 D  
Non-Qualified Stock Option (right to buy) $ 46.65               (2) 01/29/2017 Common Stock 6,500   6,500 D  
Non-Qualified Stock Option (right to buy) $ 55.2               (5) 01/22/2016 Common Stock 3,600   3,600 D  
Phantom Stock (6)               (6)   (6) Common Stock 2,425.944   2,425.944 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COEL KEVIN S
1717 NW 21ST AVE
PORTLAND, OR 97209
      SVP & Controller  

Signatures

 By: Jessica Carbullido For: Kevin S. Coel   02/09/2012
**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 restricted stock unit represents a contingent right to receive one share of common stock.
(2) The option vests in three equal annual installments, beginning on the January 1 following the date of grant.
(3) Cash-settled SARs vest in three equal annual installments beginning on January 1 following the date of grant and expire 10 years from the date of grant.
(4) The option vests in four quarterly annual installments beginning on January 1 following grant date.
(5) The option vests in three equal annual installments beginning January 1 following the date of grant.
(6) Shares of phantom stock are acquired on a 1-for-1 basis under the Company's deferred compensation plan either upon an election to convert a stated amount of a reporting person's existing account balance or through the reinvestment of dividend-equivalents . Phantom stock becomes payable, in cash or common stock, at the discretion of the Compensation Committee, upon the reporting person's termination of employment.

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