X0202 4 2007-07-11 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 1047044 D Common Stock 42000 I By Spouse Employee Stock Option (Right-to-Buy) 5.33 2007-07-11 4 M 0 28125 D 2007-08-01 Common Stock 28125 0 I Ex-Spouse The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the 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. The number of shares reported and price per share reflect the February 1, 2006 and June 1, 2006, 3-for-2 stock splits. Pursuant to the divorce decree involving the reporting person and his ex-spouse, the reporting person became obligated to hold an option to purchase 12,500 shares of the issuer's Common Stock for the benefit of his ex-spouse and at her discretion. On July 11, 2007, the ex-spouse notified the reporting person of his obligation to exercise the option on the 28,125 shares (as split adjusted) held for her benefit, and such shares were issued in the name of the ex-spouse. Original grant was an option to purchase 25,000 shares of the issuer's Common Stock, which vested 8,334, 8,333, and 8,333 on each of 8/1/1998, 8/1/1999, and 8/1/2000, respectively. Upon exercise, the derivative security converts on a one-for-one basis into the issuer's Common Stock. /s/ Stephen A. Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 2007-07-13