SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HINES CHRIS

(Last)

(First)

(Middle)

ONE CELADON DRIVE

9503 EAST 33RD STREET

(Street)

INDIANAPOLIS

46235-4507

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELADON GROUP INC [ CLDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		D		680⁽¹⁾	D	$0⁽¹⁾	2,040	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right-to-Buy)	$17.52	08/08/2007		A		100,000		⁽²⁾	08/08/2017	Common Stock	100,000	⁽³⁾	100,000	D

Explanation of Responses:

1. Prior restricted stock award of 2,720 shares of the Issuer's common stock was to vest on the date of the 2007 Annual Meeting of Stockholders of the Issuer. Reporting Person resigned from the Issuer's Board of Directors to take the position of President and Chief Operating Officer of the Issuer. The Compensation Committee of the Issuer amended the award to cause the vesting of 2,040 shares of the award, the amount of the award proportionate to the Reporting Person's time of service on the Issuer's Board of Directors. The reported amount represents forfeiture of the remaining portion of the award due to the amendment.

2. The option to purchase 100,000 shares of Issuer's common stock becomes exercisable in increments of ten percent (10%) on each of 08/08/2008, 08/08/2009, 08/08/2010, 08/08/2011, and 08/08/2012. The remaining fifty percent (50%) of the option to purchase becomes exercisable on 08/08/2013.

3. Upon exercise, the derivative security converts on a one-to-one basis into Issuer's common stock. The exercise price of the derivative security is set forth in column 2 of Table II of this report.

Remarks:

	/s/ Chris Hines, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	08/10/2007
	** 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).
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