X0202 4 2006-02-01 0 0000865941 CELADON GROUP INC CLDN 0001023971 RUSSELL STEPHEN ONE CELADON DRIVE 9503 EAST 33RD STREET INDIANAPOLIS IN 46235 1 1 0 0 Chairman and CEO Common Stock 704613 D Employee Stock Option (Right-to-Buy) 10 2006-02-01 4 M 0 10000 D 2006-03-07 Common Stock 10000 0 I Ex-spouse Call Option (obligation to sell) 31.4129 2006-02-24 4 S 1 1 0.00 D 2008-02-25 2008-02-25 Common Stock 262500 1 D Put Option (right to sell) 20.2510 2006-02-24 4 P 1 1 0.00 A 2008-02-25 2008-02-25 Common Stock 262500 1 D Reflects the distribution of the 3-for-2 stock split to which all stockholders of record on February 1, 2006 of the issuer are entitled. With respect to this transaction only, the number of shares reported and price per share do not reflect the distribution of the 3-for-2 stock split to which all stockholders of record on February 1, 2006 of the issuer are entitled, as the February 15, 2006, distribution date had not passed as of the date of option exercise. The reporting person was granted an option to purchase 20,000 shares of the issuer's Common Stock on March 7, 1996. Pursuant to a subsequent divorce decree, the reporting person held 10,000 of such options for the benefit of his ex-spouse. On January 20, 2006, the reporting person exercised the option to acquire 10,000 shares to which he was entitled, with such stock acquisition subsequently reported on a Form 4 filed with the SEC on January 24, 2006. On February 1, 2006, the reporting person exercised the option on the remaining 10,000 shares held for the benefit of the ex-spouse, and such shares were issued in the name of the ex-spouse. On 02/17/05, reporting person entered into an equity Collar Agreement pursuant to which he wrote a covered call option and purchased a put option. Only one of the options can be in-the-money on the expiration date, at which time the in-the-money option will be exercised (and settled for cash) and the other option will expire. If on the expiration date "Final Price" (a market-based price as determined under the terms of the Collar Agreement) is greater than Cap Price, reporting person will deliver cash equal to the difference between Final Price and Cap Price multiplied by the number of underlying shares. If on the expiration date Final Price is less than Floor Price, reporting person will receive cash equal to the difference between Floor Price and Final Price multiplied by the number of underlying shares. If neither option is in-the-money on the expiration date, both options will expire. This transaction has a Floor Price of $20.251 and a Cap Price of $31.4129. /s/ Stephen Russell, by Mark A. Scudder, attorney-in-fact, pursuant to a POA previously filed with the SEC 2006-02-28