SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Russell Jonathan Scott

(Last)

(First)

(Middle)

ONE CELADON DRIVE

9503 EAST 33RD STREET

(Street)

INDIANAPOLIS

46235

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CELADON GROUP INC [ CGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2014		M		18,900	A	$ 12.8089	219,217 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/18/2014		M		25,000	A	$ 8.67	244,217 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/18/2014		M		36,000	A	$ 9.86	280,217 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/18/2014		S		6,000	D	$ 21.54	274,217 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/18/2014		S		1,700	D	$ 21.63	272,517 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/19/2014		S		2,317	D	$ 21.48	270,200 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/19/2014		S		14,983	D	$ 21.51	255,217 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/19/2014		S		7,331	D	$ 21.52	247,886 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/20/2014		S		13,971	D	$ 21.25	233,915 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/20/2014		S		10,387	D	$ 21.34	223,528 ⁽¹⁾	D ⁽¹⁾
Common Stock	08/20/2014		S		329	D	$ 21.4	223,199 ⁽¹⁾	D ⁽¹⁾
Common Stock								2,912	I ⁽²⁾	By Son ⁽²⁾
Common Stock								2,575	I ⁽²⁾	By Son ⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right-to-Buy)	$ 12.8089	08/18/2014		M			18,900	⁽³⁾	01/12/2016	Common Stock	18,900	$ 0	0	D
Employee Stock Option (Right-to-Buy)	$ 8.67	08/18/2014		M			25,000	⁽⁴⁾	10/26/2017	Common Stock	25,000	$ 0	0	D
Employee Stock Option (Right-to-Buy)	$ 9.86	08/18/2014		M			36,000	⁽⁵⁾	01/26/2020	Common Stock	36,000	$ 0	0	D

Explanation of Responses:

1. The shares of the Issuer's Common Stock are owned jointly with the reporting person's spouse, except for any unvested restricted shares.

2. 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.

3. The option to purchase 18,900 shares of Issuer's common stock became exercisable in increments of twenty-five percent (25%) on each of 01/12/2007, 01/12/2008, 01/12/2009, and 01/12/2010.

4. The option to purchase 25,000 shares of Issuer's common stock became exercisable in increments of twenty-five percent (25%) on each of 10/26/2008, 10/26/2009, 10/26/2010, and 10/26/2011.

5. The option to purchase 36,000 shares of Issuer's common stock became exercisable in increments of twenty-five percent (25%) on each of 01/26/2011, 01/26/2012, 01/26/2013, and 01/26/2014.

	/s/ Jonathan Scott Russell, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	08/20/2014
	** Signature of Reporting Person	Date
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