0001008886-14-000019.txt : 20140214 0001008886-14-000019.hdr.sgml : 20140214 20140214160102 ACCESSION NUMBER: 0001008886-14-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELADON GROUP INC CENTRAL INDEX KEY: 0000865941 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 133361050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45287 FILM NUMBER: 14616221 BUSINESS ADDRESS: STREET 1: ONE CELADON DRIVE STREET 2: 9503 E 33RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46235-4207 BUSINESS PHONE: (317) 972-7000 MAIL ADDRESS: STREET 1: ONE CELADON DRIVE STREET 2: 9503 E 33RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46235-4207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUSSELL STEPHEN CENTRAL INDEX KEY: 0001023971 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: ONE CELAPHON DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46236-4207 SC 13G/A 1 schedule13ga.htm SCHEDULE 13G/A (STEPHEN RUSSELL) schedule13ga.htm  
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A



Under the Securities Exchange Act of 1934

(Amendment No. 10)*


 
CELADON GROUP, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

 
150838100
(CUSIP Number)

 
December 31, 2013
(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)
   
[x]
Rule 13d-1(d)

 
*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)

 
 
Page 1 of 5
 



CUSIP No.
150838100
   
1.Names of Reporting Persons
Stephen Russell
I.R.S. Identification Nos. of above persons (entities only)
  
   
2.      Check the Appropriate Box if a Member of a Group (See Instructions)
 
  
(a)  [  ]
 
  
(b)  [  ]
 
  
3.      SEC Use Only
 
4.      Citizenship or Place of Organization
 
United States of America
 
Number of Shares Beneficially Owned by Each Reporting Person With
5.     Sole Voting Power
 
1,290,365(1)(2)
 
6.     Shared Voting Power
 
0
 
7.     Sole Dispositive Power
 
1,290,365 (1)(2)
 
8.     Shared Dispositive Power
 
0
 
9.      Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,290,365 (1)(2)
 
10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.      Percent of Class Represented by Amount in Row (9)
 
5.4%(3)
 
12.      Type of Reporting Person (See Instructions)
 
IN
 

(1)  Includes 505,784 options to purchase, all of which are vested. There are no additional options to purchase exercisable within sixty days.

(2)  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 these shares prior to her marriage to the Reporting Person.

(3)  The percentage indicated is based upon 23,788,557 shares of Common Stock outstanding, which includes all outstanding shares of restricted Common Stock issued, vested, and outstanding, and 505,784 shares underlying the Reporting Person's options to purchase that are currently exercisable or will be exercisable within sixty days.


 
 
Page 2 of 5
 

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)
[  ]
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)
[  ]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[  ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
[  ]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
[  ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[  ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
[  ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
[  ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[  ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)
[  ]
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)
[  ]
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: ____

Not applicable.

 
 
Page 3 of 5
 

Item 4.  Ownership:

(a)
Amount beneficially owned:  1,290,365 (1)(2)
  
(b)
Percent of class:  5.4%(3)
  
(c)
Number of shares as to which the person has:
  
 
(i)
Sole power to vote or to direct the vote: 1,290,365 (1)(2)
 
(ii)
Shared power to vote or to direct the vote:  0
 
(iii)
Sole power to dispose or to direct the disposition of:  1,290,365 (1)(2)
 
(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.                 Certifications:
Not applicable.

(1)  Includes 505,784 options to purchase, all of which are vested. There are no additional options to purchase exercisable within sixty days.

(2)  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 these shares prior to her marriage to the Reporting Person.

(3)  The percentage indicated is based upon 23,788,557 shares of Common Stock outstanding, which includes all outstanding shares of restricted Common Stock issued, vested, and outstanding and 505,784 shares underlying the Reporting Person's options to purchase that are currently exercisable or will be exercisable within sixty days.


 
 
Page 4 of 5
 

 
 
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, 2014
 
 
 
/s/ Stephen Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA filed herewith
Stephen Russell
 
 
 
 
 
Page 5 of 5

 EX-1 2 exhibit1.htm EXHIBIT 1 (POWER OF ATTONREY (STEPHEN RUSSELL)) exhibit1.htm  
 
Exhibit 1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark A. Scudder, Heidi Hornung-Scherr, and Catherine A. Chase, signing singly, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, and/or stockholder of Celadon Group, Inc. (the "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and all Schedules 13D and 13G and amendments thereto that the undersigned may be required to file with the U.S. Securities and Exchange Commission;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and amendments thereto, or Schedule 13D or 13G and amendments thereto, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February 2012.


/s/ Stephen Russell