Sec Form 4 Filing - RUSSELL STEPHEN @ CELADON GROUP INC - 2013-05-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RUSSELL STEPHEN 2. Issuer Name and Ticker or Trading Symbol CELADON GROUP INC [ CGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chairman of the Board (Last) (First) (Middle) ONE CELADON DRIVE, 9503 EAST 33RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2013 (Street) INDIANAPOLIS, IN46235 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common stock 05/01/2013 G 1,000 D $ 0 587,581 D Common stock 08/01/2013 G 1,800 D $ 0 585,781 D Common Stock 08/08/2013 G 3,000 D $ 0 582,781 D Common Stock 09/19/2013 G 16,200 D $ 0 566,581 D Common Stock 11/12/2013 G 12,500 D $ 0 554,081 D Common Stock 11/21/2013 G 7,750 D $ 0 546,331 D Common Stock 11/25/2013 G 4,750 D $ 0 541,581 D Common Stock 12/10/2013 G 500 D $ 0 541,081 D Common Stock 12/12/2013 G 2,000 D $ 0 539,081 D Common Stock 12/17/2013 G 1,500 D $ 0 537,581 D Common Stock 12/18/2013 G 600 D $ 0 536,981 D Common Stock 12/20/2013 G 500 D $ 0 536,481 D Common Stock 12/24/2013 G 1,400 D $ 0 535,081 D Common Stock 12/28/2014 G 21,300 D $ 0 513,781 D Common Stock 03/11/2014 G 2,000 D $ 0 511,781 D Common Stock 03/20/2014 G 1,000 D $ 0 510,781 D Common Stock 03/26/2014 G 1,600 D $ 0 509,181 D Common Stock 04/14/2014 G 250 D $ 0 508,931 D Common Stock 07/16/2014 G V 600 D $ 0 508,331 D Common Stock 08/12/2014 G V 500 D $ 0 507,831 D Common Stock 10/07/2014 G V 500 D $ 0 507,331 D Common Stock 11/19/2014 G V 500 D $ 0 506,831 D Common Stock 12/05/2014 G V 5,500 D $ 0 501,331 D Common Stock 03/03/2015 M 83,500 A $ 12.81 584,831 D Common Stock 03/03/2015 M 94,000 A $ 9.86 678,831 D Common Stock 03/03/2015 M 48,350 A $ 8.67 727,181 D Common Stock 03/03/2015 S 55,040 D $ 25.22 ( 1 ) 672,141 D Common Stock 03/03/2015 S 3,468 D $ 24.34 668,673 D Common Stock 03/04/2015 S 167,342 D $ 25.01 ( 2 ) 501,331 D Common Stock 25,470 ( 3 ) I ( 3 ) By spouse ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 12.81 03/03/2015 M 83,500 01/12/2010 01/12/2016 Common Stock 83,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 9.86 03/03/2015 M 94,000 12/06/2012( 4 ) 01/26/2020 Common Stock 94,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 8.67 03/03/2015 M 48,350 10/26/2011 10/26/2017 Common Stock 48,350 $ 0 104,934 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUSSELL STEPHEN ONE CELADON DRIVE 9503 EAST 33RD STREET INDIANAPOLIS, IN46235 X Chairman of the Board Signatures /s/ Stephen Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 03/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price reflects a weighted average sale price for multiple transactions ranging from $25.10 to $25.50 per share, inclusive. This reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares sold at each separate price. ( 2 )Price reflects a weighted average sale price for multiple transactions ranging from $25.00 to $25.10 per share, inclusive. This reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares sold at each separate price. ( 3 )The total amount of securities owned by the reporting person's spouse reflects 1,530 shares fewer than previously reported. While conducting a review of ownership records, it was determined that a discrepancy existed in ownership records of the reporting person's spouse. The reduction of these shares corrects this discrepancy. The reporting person has been unable to confirm when the discrepancy arose. 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 such securities for purposes of Section 16 or for any other purpose. ( 4 )On December 6, 2012, the Compensation Committee of the Board of Directors of the issuer voted to accelerate the vesting of all the reporting person's outstanding unvested stock options.

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).

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