Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 4:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Celadon
Group, Inc.
(Name of Issuer)
Common Stock ($0.033 par value)
(Title of Class of Securities)
150838 10 0
(CUSIP
Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
Alexander Mitchell
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,533,289
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,533,289
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,289
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
9.0%
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12.
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Type of Reporting Person (See
Instructions)
IN
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2
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1.
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Names of
Reporting Persons
Scopus Capital, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,533,289
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,533,289
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,289
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
9.0%
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12.
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Type of Reporting Person (See
Instructions)
CO
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3
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1.
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Names of
Reporting Persons
Scopus Asset Management, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,533,289
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,533,289
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,289
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
9.0%
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12.
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Type of Reporting Person (See
Instructions)
IA
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4
Item 1.
Celadon Group, Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices:
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9503 East 33rd Street, One
Celadon Drive, Indianapolis, IN 46235
Item 2.
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(a)
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Name of Person Filing:
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The names of the persons filing this report (collectively, the
Reporting Persons) are:
Alexander Mitchell
Scopus Capital, Inc. (SCI)
Scopus Asset Management, L.P. (SAMLP)
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the
principal business office of each of the Reporting Persons is:
717 Fifth Avenue, New York, NY 10022
For each Reporting Person other than Mr. Mitchell, Delaware.
For Mr. Mitchell, United States of America
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(d)
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Title of Class of Securities:
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Common Stock ($0.033 par value) (Common
Stock)
150838 10 0
Item 3.
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If this statement is filed pursuant to
§§240.13d-l(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
The information required by this item with respect to each Reporting Person is set forth in
Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 28,299,404 outstanding shares of Common Stock as of February 9, 2017, as reported in the Issuers Form
10-Q
filed on February 10, 2017.
Investment funds advised by SAMLP (collectively, the Investment
Funds) directly hold 2,533,289 shares of Common Stock. SAMLP serves as the investment advisor to these investment funds and may be deemed to beneficially own such shares. SCI is the general partner of SAMLP and Mr. Mitchell controls SCI,
and each may be deemed to beneficially own such shares.
5
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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The Investment Funds have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
6
Signature
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.
Dated February 6, 2018
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ALEXANDER MITCHELL
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/s/ Daniel Fried,
attorney-in-fact
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SCOPUS ASSET MANAGEMENT, L.P.
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By:
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Scopus Capital, Inc., its General Partner
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By:
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/s/ Daniel Fried
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Name: Daniel Fried
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Title:
Attorney-in-Fact
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SCOPUS CAPITAL, INC.
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By:
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/s/ Daniel Fried
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Name: Daniel Fried
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Title:
Attorney-in-Fact
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7
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