CUSIP No.
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150838100
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1. Names of Reporting Persons
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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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1,444,365
(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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1,444,365
(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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1,444,365
(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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6.0%
(4)
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12. Type of Reporting Person (See Instructions)
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IN
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(1) Includes 685,784 options to purchase, all of which are vested following the December 6, 2012, Compensation Committee decision to accelerate the vesting of these options. 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 total amount of securities owned reflects an additional 4,648 shares not previously reported. While conducting a review of ownership records for estate planning purposes, it was determined that a discrepancy existed in ownership records of the reporting person. The addition of these shares corrects this discrepancy.
(4) The percentage indicated is based upon 23,896,884 shares of Common Stock outstanding, which includes all outstanding shares of restricted Common Stock issued, vested, and outstanding and 685,784 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 33
rd
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 33
rd
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 (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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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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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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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 (12 U.S.C. 1813);
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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 (15 U.S.C. 80a-3);
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(j)
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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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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)
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Amount beneficially owned: 1,444,365
(1)(2)(3)
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(b)
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Percent of class: 6.0%
(4)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 1,444,365
(1)(2)(3)
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 1,444,365
(1)(2)(3)
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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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 685,784 options to purchase, all of which are vested following the December 6, 2012, Compensation Committee decision to accelerate the vesting of these options. 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 total amount of securities owned reflects an additional 4,648 shares not previously reported. While conducting a review of ownership records for estate planning purposes, it was determined that a discrepancy existed in ownership records of the reporting person. The addition of these shares corrects this discrepancy.
(4) The percentage indicated is based upon 23,896,884 shares of Common Stock outstanding, which includes all outstanding shares of restricted Common Stock issued, vested, and outstanding and 685,784 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 6, 2013
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/s/ Stephen Russell
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Stephen Russell
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