schedule13ga.htm
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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. 5)*
CELADON
GROUP, INC.
(Name of
Issuer)
COMMON
STOCK
(Title of
Class of Securities)
150838100
(CUSIP
Number)
December
31, 2008
(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. |
150838100
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1.
Names of Reporting Persons |
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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1,371,857
(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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1,371,857
(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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1,371,857
(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
119,592 shares of restricted Common Stock granted on January 12, 2006 and August
25, 2008. The number of shares of restricted stock granted January
12, 2006 has been adjusted for the 3-for-2 stock splits declared February 1,
2006 and June 1, 2006.
(2) Includes
212,625 options to purchase granted on January 12, 2006, which represent the
vested portion of the original grant of 126,000 options and have been adjusted
for the 3-for-2 stock splits declared February 1, 2006 and June 1,
2006. Includes 77,071 options to purchase granted on October 26,
2007, which represent the vested portion of the original grant of 308,284
options. There are no additional options to purchase exercisable
within sixty days.
(3) Includes
46,000 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 42,000 of theses shares prior to her marriage to the
Reporting Person.
(4) The
percentage indicated is based upon 22,406,947 shares of Common Stock
outstanding, which includes all outstanding shares of restricted Common Stock
issued, vested, and outstanding and 289,696 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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[ ]
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A
non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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A
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
____
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Not
applicable.
Item
4. Ownership:
(a) Amount
beneficially owned: 1,371,857 (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: 1,371,857 (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: 1,371,857
(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
119,592 shares of restricted Common Stock granted on January 12, 2006 and August
25, 2008. The number of shares of restricted stock granted January
12, 2006 has been adjusted for the 3-for-2 stock splits declared February 1,
2006 and June 1, 2006.
(2) Includes
212,625 options to purchase granted on January 12, 2006, which represent the
vested portion of the original grant of 126,000 options and have been adjusted
for the 3-for-2 stock splits declared February 1, 2006 and June 1,
2006. Includes 77,071 options to purchase granted on October 26,
2007, which represent the vested portion of the original grant of 308,284
options. There are no additional options to purchase exercisable
within sixty days.
(3) Includes
46,000 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 42,000 of theses shares prior to her marriage to the
Reporting Person.
(4) The
percentage indicated is based upon 22,406,947 shares of Common Stock
outstanding, which includes all outstanding shares of restricted Common Stock
issued, vested, and outstanding and 289,696 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
11, 2009
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/s/
Stephen Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a
POA previously filed with the SEC
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Stephen
Russell
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