Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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).
CUSIP No.:
150838100
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Luminus Management, LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
☐
(b)
☐
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
|
|
Delaware
|
|
5
|
Sole Voting Power
|
|
|
0 shares
|
|
6
|
Shared Voting Power
|
Number of
|
|
|
Shares
|
|
4,576,613 shares
|
Beneficially
|
|
|
Owned by
|
|
Refer to Item 4 below.
|
Each
|
7
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0 shares
|
With
|
8
|
Shared Dispositive Power
4,576,613 shares
|
|
|
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
4,567,613 shares
|
|
Refer to Item 4 below.
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11
|
Percent of Class Represented by Amount in Row (9)*
|
|
16.17%
|
|
Refer to Item 4 below.
|
12
|
Type of Reporting Person (See Instructions)
|
|
IA
|
CUSIP No.:
150838100
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Luminus Energy Partners Master Fund, Ltd.
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
☐
(b)
☐
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
|
|
Bermuda
|
|
5
|
Sole Voting Power
|
|
|
0 shares
|
|
6
|
Shared Voting Power
|
Number of
|
|
|
Shares
|
|
4,576,613 shares
|
Beneficially
|
|
|
Owned by
|
|
Refer to Item 4 below.
|
Each
|
7
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0 shares
|
With
|
8
|
Shared Dispositive Power
|
|
|
4,576,613 shares
|
|
|
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
4,576,613 shares
|
|
Refer to Item 4 below.
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11
|
Percent of Class Represented by Amount in Row (9)*
|
|
16.17%
|
|
Refer to Item 4 below.
|
12
|
Type of Reporting Person (See Instructions)
|
|
OO
|
CUSIP No.:
150838100
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Jonathan Barrett
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
☐
(b)
☐
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization.
|
|
United States
|
|
5
|
Sole Voting Power
|
|
|
0 shares
|
|
6
|
Shared Voting Power
|
Number of
|
|
|
Shares
|
|
4,576,613 shares
|
Beneficially
|
|
|
Owned by
|
|
Refer to Item 4 below.
|
Each
|
7
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0 shares
|
With
|
8
|
Shared Dispositive Power
|
|
|
4,576,613 shares
|
|
|
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
4,576,613 shares
|
|
Refer to Item 4 below.
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
☐
|
11
|
Percent of Class Represented by Amount in Row (9)*
|
|
16.17%
|
|
Refer to Item 4 below.
|
12
|
Type of Reporting Person (See Instructions)
|
|
IN
|
Item 1.
Celadon Group, Inc.
|
(b)
|
Address of Issuer’s Principal Executive
Offices:
|
9503 East 33rd Street
One Celadon Drive
Indianapolis, IN 46235
Item 2.
|
(a)
|
Name of Person Filing:
|
Luminus Management, LLC
Luminus Energy Partners
Master Fund, Ltd.
Jonathan Barrett
|
(b)
|
Address of Principal Business Office or, if
none, Residence:
|
1700 Broadway, 26th Floor
New York, NY 10019
Luminus Management, LLC—Delaware
Luminus Energy Partners
Master Fund, Ltd. – Bermuda
Jonathan Barrett –
United States
|
(d)
|
Title of Class of Securities:
|
Common Stock
150838100
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
¨
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
x
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
A parent
holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
|
|
(j)
|
¨
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of April 4, 2018, Luminus
Energy Partners Master Fund, Ltd. owned 4,576,613 shares of Common Stock, which is 16.17% of the Issuer’s outstanding Common
Stock.
|
(a)
|
Amount Beneficially Owned***
|
Luminus Management,
LLC – 4,576,613 shares
Luminus Energy Partners
Master Fund, Ltd. – 4,576,613 shares
Jonathan Barrett –
4,576,613 shares
Luminus Management,
LLC – 16.17%
Luminus Energy Partners
Master Fund, Ltd. – 16.17%
Jonathan Barrett –
16.17%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote:
|
Luminus Management,
LLC - 0 shares
Luminus Energy Partners
Master Fund, Ltd. - 0 shares
Jonathan Barrett -
0 shares
|
(ii)
|
shared power to vote or to direct the vote:
|
Luminus Management, LLC
– 4,576,613 shares
Luminus Energy Partners
Master Fund, Ltd. – 4,576,613 shares
Jonathan Barrett –
4,576,613 shares
|
(iii)
|
sole power to dispose or to direct the disposition
of:
|
Luminus Management, LLC
- 0 shares
Luminus Energy Partners
Master Fund, Ltd. - 0 shares
Jonathan Barrett - 0 shares
|
(iv)
|
shared power to dispose or to direct the disposition
of:
|
Luminus Management, LLC
– 4,576,613 shares
Luminus Energy Partners
Master Fund, Ltd. – 4,576,613 shares
Jonathan Barrett –
4,576,613 shares
|
***
|
Shares reported herein are held by Luminus Energy Partners
Master Fund, Ltd. for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial
owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except
to the extent of its or his pecuniary interest therein.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
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.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person.
|
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. Certifications.
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.
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.
April 19, 2018
Luminus
Management, LLC
By:
/s/ Jonathan
Barrett
Name: Jonathan Barrett
Title: President
Luminus
Energy Partners Master Fund, Ltd.
By:
/s/ Jonathan
Barrett
Name: Jonathan Barrett
Title: Director
Jonathan
Barrett
By:
/s/ Jonathan
Barrett
Name: Jonathan Barrett