UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Celadon Group, Inc. ------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 150838100 --------- (CUSIP Number) December 31, 2001 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ X ] Rule 13d-1(d) -------------------------------------------------------------------------------- CUSIP NO 150838100 13G -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen Russell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 902,138 6. SHARED VOTING POWER 32,000 7. SOLE DISPOSITIVE POWER 902,138 8. SHARED DISPOSITIVE POWER 32,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 934,138 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.2% 12. TYPE OF REPORTING PERSON IN 7,679,358 - 2 - Item 1(a). Name of Issuer: Celadon Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: One Celadon Drive Indianapolis, IN 46235 Item 2(a). Name of Persons Filing: Stephen Russell Item 2(b). Address of Principal Business Office or, if none, Residence: One Celadon Drive Indianapolis, IN 46235 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d). Item 4. Ownership (a). Amount of beneficially owned: See the responses to Item 9 on the attached cover pages. (b). Percent of Class: See the responses to Item 11 on the attached cover pages. (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages. (ii). Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages. - 3 - (iii). Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages. (iv). Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Which Identification and Classification of the Subsidiary Acquired the Security Being Reported on by the Parent Holding Company. 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. Certification. Not Applicable SIGNATURES 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. Date: June 28, 2002 By: /s/ Stephen Russell ---------------------------------------- Name: Stephen Russell - 4 -