Statement of Ownership (sc 13g)
February 14 2020 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Celadon
Group, Inc.
(Name
of Issuer)
Common Stock
(Title of Class of
Securities)
150838100
(CUSIP Number)
December 31, 2019
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ Rule
13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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
|
13G/A
|
Page
2 of 11
Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
2,739,410 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%1
|
12.
|
TYPE OF REPORTING PERSON
BD, OO
|
|
1
|
The percentages reported in this Schedule 13G/A are based upon 30,080,888 shares of Class A common stock outstanding as of
July 15, 2019 (according to the issuer’s Exhibit 10.2 to Form 8-K filed with the Securities Exchange Commission on August
6, 2019).
|
CUSIP No. 150838100
|
13G/A
|
Page
3 of 11 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALC IV LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
2,739,410 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
|
12.
|
TYPE OF REPORTING PERSON
PN; HC
|
CUSIP No. 150838100
|
13G/A
|
Page
4 of 11 Pages
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities GP LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
2,739,410 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
|
CUSIP No. 150838100
|
13G/A
|
Page
5 of 11 Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
2,739,410
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
CUSIP No. 150838100
|
13G/A
|
Page
6 of 11 Pages
|
Celadon
Group, Inc.
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices
|
9503
East 33rd Street, Indianapolis, IN 46235
|
Item
2(a)
|
Name
of Person Filing
|
This
Schedule 13G/A is being jointly filed by Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”),
Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC4 and CSGP,
the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by Citadel Securities.
CALC4
is the non-member manager of Citadel Securities and CRBH. CSGP is the general partner of CALC4. Mr. Griffin owns a controlling
interest in CSGP.
The
filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities actually owned by such person (if any).
|
Item
2(b)
|
Address
of Principal Business Office
|
The
address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
Each
of Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. CALC4 is organized
as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
|
Item
2(d)
|
Title
of Class of Securities
|
Common
Stock
150838100
CUSIP No. 150838100
|
13G/A
|
Page
7 of 11 Pages
|
|
Item
3
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
|
|
|
|
|
(a)
|
¨
|
Broker
or dealer registered under Section 15 of the Exchange Act;
|
|
(b)
|
¨
|
Bank
as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
¨
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
|
|
(d)
|
¨
|
Investment
company registered under Section 8 of the Investment Company Act;
|
|
(e)
|
¨
|
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
¨
|
A church
plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act;
|
|
(j)
|
¨
|
A non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP No. 150838100
|
13G/A
|
Page
8 of 11 Pages
|
A. Citadel
Securities LLC
|
(a)
|
Citadel
Securities LLC may be deemed to beneficially own 2,739,410 shares of common stock.
|
|
(b)
|
The
number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes
approximately 9.1% of the common stock outstanding.
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 2,739,410
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 2,739,410
|
B. CALC
IV LP and Citadel Securities GP LLC
|
(a)
|
Each
of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 2,739,410
shares of common stock.
|
|
(b)
|
The
number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed
to beneficially own constitutes approximately 9.1% of the common stock outstanding.
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 2,739,410
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 2,739,410
|
C. Kenneth
Griffin
|
(a)
|
Mr.
Griffin may be deemed to beneficially own 2,739,410 shares of common stock.
|
|
(b)
|
The
number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately
9.1% of the common stock outstanding.
|
CUSIP No. 150838100
|
13G/A
|
Page
9 of 11 Pages
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 2,739,410
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 2,739,410
|
CUSIP No. 150838100
|
13G/A
|
Page
10 of 11 Pages
|
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 5 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
|
See Item 2 above
Item 8
|
Identification and Classification of Members of the Group
|
Not Applicable
Item 9
|
Notice of Dissolution of Group
|
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.
CUSIP No. 150838100
|
13G/A
|
Page
11 of 11 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14th day of February, 2020.
CITADEL SECURITIES LLC
|
|
CALC IV LP
|
|
|
|
By:
|
/s/
Guy Miller
|
|
By:
|
/s/ Guy Miller
|
|
Guy Miller, Authorized Signatory
|
|
|
Guy Miller, Authorized Signatory
|
CITADEL SECURITIES GP
LLC
|
|
KENNETH GRIFFIN
|
|
|
|
By:
|
/s/
Guy Miller
|
|
By:
|
/s/ David Glockner
|
|
Guy Miller, Authorized Signatory
|
|
|
David Glockner, attorney-in-fact*
|
|
*
|
David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an
attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.
|