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OMB
APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB
Number: 3235-0145
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Washington,
D.C. 20549
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Expires:
February 28, 2009
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SCHEDULE
13G/A
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Estimated
average burden
hours
per response …… 10.4
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Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
CELADON
GROUP, INC.
(Name of
Issuer)
COMMON
STOCK
(Title of
Class of Securities)
150838100
(CUSIP
Number)
December
31, 2007
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[x]
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
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).
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 control
number.
SEC 1745
(1-06)
CUSIP
No.
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150838100
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1.
Names of Reporting Persons
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Stephen
Russell
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I.R.S. Identification Nos.
of above persons (entities only)
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2. Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3. SEC
Use Only
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4. Citizenship
or Place of Organization
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United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5. Sole
Voting Power
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1,351,194
(1)(2)(3)
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6. Shared
Voting Power
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0
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7. Sole
Dispositive Power
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1,351,194
(1)(2)(3)
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8. Shared
Dispositive Power
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0
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,351,194
(1)(2)(3)
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10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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[ ]
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11. Percent
of Class Represented by Amount in Row (9)
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6.1%
(4)
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12. Type
of Reporting Person (See Instructions)
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IN
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(1) Includes
56,250 shares of Common Stock issuable pursuant to original grant of 25,000
restricted stock units granted on October 30, 2003. The number of
restricted stock units currently exercisable reported above has been adjusted
for the 3-for-2 stock splits declared 2/1/06 and 6/1/06.
(2) Includes
57,500 options to purchase granted 4/4/02 which represent the original grant of
70,000 of which 23,334, 23,333, and 23,333 became exercisable on 4/4/03, 4/4/04,
and 4/4/05, respectively. Includes 141,750 options to purchase granted on
1/12/2006 which are currently exercisable or will be exercisable within sixty
days which represent the vested portion of the original grant of 126,000
options. There are no additional options to purchase exercisable
within sixty days. The number of options currently exercisable
reported above has been adjusted for the 3-for-2 stock splits declared 2/1/06
and 6/1/06.
(3) Includes
42,000 shares held by Reporting Person’s spouse, which the Reporting Person
disclaims beneficial ownership of and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of such securities
for purposes of Section 16 or for any other purpose. The Reporting
Person’s spouse owned these shares prior to her marriage to the Reporting
Person.
(4) The
percentage indicated is based upon 21,991,519 shares of Common Stock
outstanding, which includes all outstanding shares of restricted Common Stock
issued, vested,
and outstanding and 199,250 shares underlying the Reporting Person’s
options to purchase that are currently exercisable or will be exercisable within
sixty days.
Item
1(a). Name of Issuer:
Celadon Group, Inc.
Item
1(b). Address of Issuer's Principal Executive
Offices:
One Celadon Drive, 9503 E 33rd St,
Indianapolis, IN 46235-4207
Item
2(a). Name of Person Filing:
Stephen Russell
Item
2(b). Address of Principal Business Office or, if none,
Residence:
One Celadon Drive, 9503 E 33rd St,
Indianapolis, IN 46235-4207
Item
2(c). Citizenship:
United States of America
Item
2(d). Title of Class of Securities:
Common Stock
Item
2(e). CUSIP Number:
150838100
Item
3. If this statement is filed
pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person
filing
is a:
(a)
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Broker
or dealer registered under Section 15 of the Act;
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(b)
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Bank
as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance
company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Not
applicable.
Item
4. Ownership:
(a) Amount beneficially owned: 1,351,194
(1)(2)(3)
(b) Percent of
class: 6.1% (4)
(c) Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote 1,351,194 (1)(2)(3)
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 1,351,194
(1)(2)(3)
(iv) Shared
power to dispose or to direct the disposition of: 0
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:
Not applicable.
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:
Not applicable.
Item
9. Notice of Dissolution of Group:
Not applicable.
Item
10. Certification:
Not
applicable.
(1) Includes
56,250 shares of Common Stock issuable pursuant to original grant of 25,000
restricted stock units granted on October 30, 2003. The number of
restricted stock units currently exercisable reported above has been adjusted
for the 3-for-2 stock splits declared 2/1/06 and 6/1/06.
(2)
Includes 57,500 options to purchase granted 4/4/02 which represent the
original grant of 70,000 of which 23,334, 23,333, and 23,333 became exercisable
on 4/4/03, 4/4/04, and 4/4/05, respectively. Includes 141,750 options to
purchase granted on 1/12/2006 which are currently exercisable or will be
exercisable within sixty days which represent the vested portion of the original
grant of 126,000 options. There are no additional options to purchase
exercisable within sixty days. The number of options currently
exercisable reported above has been adjusted for the 3-for-2 stock splits
declared 2/1/06 and 6/1/06.
(3) Includes
42,000 shares held by Reporting Person’s spouse, which the Reporting Person
disclaims beneficial ownership of and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of such securities
for purposes of Section 16 or for any other purpose. The Reporting
Person’s spouse owned these shares prior to her marriage to the Reporting
Person.
(4) The
percentage indicated is based upon 21,991,519 shares of Common Stock
outstanding, which includes all outstanding shares of restricted Common Stock
issued, vested,
and outstanding and 199,250 shares underlying the Reporting Person’s
options to purchase that are currently exercisable or will be exercisable within
sixty days.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
February
14, 2008
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/s/
Stephen Russell |
Stephen
Russell
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