Sec Form 4 Filing - Svindland Paul C @ CELADON GROUP INC - 2017-07-24

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 Svindland Paul C 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) ONE CELADON DRIVE, 9503 E. 33RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2017 (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 07/24/2017 A 400,000 ( 1 ) A $ 0 400,000 D Common Stock 07/24/2017 A 200,000 ( 2 ) A $ 0 600,000 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 (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) $ 4 07/24/2017 A 70,000 ( 3 ) ( 3 ) 07/24/2027( 3 ) Common Stock 70,000 $ 0 70,000 D Employee Stock Option (Right-to-Buy) $ 5 07/24/2017 A 70,000 ( 3 ) ( 3 ) 07/24/2027( 3 ) Common Stock 70,000 $ 0 70,000 D Employee Stock Option (Right-to-Buy) $ 6 07/24/2017 A 60,000 ( 3 ) ( 3 ) 07/24/2027( 3 ) Common Stock 60,000 $ 0 60,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Svindland Paul C ONE CELADON DRIVE 9503 E. 33RD STREET INDIANAPOLIS, IN46235 X CEO Signatures /s/ Paul C. Svindland, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC 07/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an inducement award of stock to the reporting person in connection with his appointment as CEO. The award is subject to certain holding provisions. ( 2 )Represents an inducement award of restricted stock to the reporting person in connection with his appointment as CEO. The award is subject to certain vesting, holding, and forfeiture provisions. ( 3 )Represents an inducement award of stock options to the reporting person in connection with his appointment as CEO. The options to purchase an aggregate of 200,000 shares of the Issuer's common stock become exercisable in one-third increments on each of 8/1/2019, 8/1/2020, and 8/1/2021, and are subject to certain forfeiture provisions.

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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