SEC Form 4

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

(Last) (First) (Middle)

One Celadon Drive

(Street)

Indianapolis, IN 46235

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Celadon Group, Inc.
CLDN

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

13336105

4. Statement for
Month/Day/Year

October, 2002

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

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

X Officer (give title below) Other (specify below)

Description Chief Executive Officer

7. 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

10/31/02

16,100

$8.48

764,904

32,000

By wife

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(Month/Day/Year)

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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$13,625

6/20/95

25,000

6/20/05

Common Stock

25,000

$10.00

3/7/96

20,000

3/7/06

Common Stock

20,000

$12.00

8/1/97

25,000

8/1/07

Common Stock

25,000

$6.125

12/7/99

20,000

12/7/09

Common Stock

20,000

$3.11

4/13/01

75,000

4/13/11

Common Stock

75,000

$6.41

4/4/02

75,000

4/4/12

Common Stock

75,000

Explanation of Responses:

Explanation of Responses:

(1) Options for 8,334, 8,333 and 8,333 shares became exercisable on 6/20/96,
6/20/97 and 6/20/98, respectively.

(2) Options for 6,667, 6,667 and 6,666 shares became exercisable on 3/7/97,
3/7/98 and 3/7/99, respectively.

(3) Options for 8,334, 8,333 and 8,333 shares became exercisable on 8/1/98,
8/1/99 and 8/1/00, respectively.

(4) Options for 6,667 shares became exercisable on 12/7/00 and options for
6,667 and 6,666 will become exercisable on 12/7/01 and 12/7/02,
respectively.

(5) Options will become exercisable the earlier of the date that the closing
price for the Companys stock exceeds $6.22 per share or the third
anniversary of the date of grant.

(6) Options for 25,000, 25,000, and 25,000 shares will become exercisable on
4/4/03, 4/4/04, and 4/4/05, respectively.

***Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.

By:
/s/ Stephen Russell 11/4/2002
** Signature of Reporting Person Date

SEC 1474 (8-02)

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
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