CELADON GROUP INC|4Sep 9, 3:05 PM ET

HERNANDEZ SERGIO 4

4 · CELADON GROUP INC · Filed Sep 9, 2004

Form 4

Period: 2004-09-07

Vice President-Mexico

Transactions

Exercise/Conversion
Common Stock
2004-09-07$10.25/sh+2,000$20,500→ 8,000 total
Exercise/Conversion
Employee Stock Option (Right to Buy)
2004-09-07−1,500→ 2,500 total
Exercise: $6.12Exp: 2009-12-07→ Common Stock (1,500 underlying)
Sale
Common Stock
2004-09-07$17.59/sh−2,000$35,177→ 6,000 total
Sale
Common Stock
2004-09-07$17.59/sh−1,500$26,383→ 6,000 total
Exercise/Conversion
Common Stock
2004-09-07$8.00/sh+4,000$32,000→ 10,000 total
Sale
Common Stock
2004-09-07$17.59/sh−4,000$70,354→ 6,000 total
Exercise/Conversion
Common Stock
2004-09-07$6.12/sh+1,500$9,180→ 7,500 total
Exercise/Conversion
Employee Stock Option (Right to Buy)
2004-09-07−4,000→ 0 total
Exercise: $8.00Exp: 2009-08-11→ Common Stock (4,000 underlying)
Exercise/Conversion
Employee Stock Option (Right to Buy)
2004-09-07−2,000→ 0 total
Exercise: $10.25Exp: 2009-02-08→ Common Stock (2,000 underlying)

Footnotes (7)

[F1]Options for 667, 667, and 666 shares became exercisable on 2/8/00, 2/8/01, and 2/8/02, respectively.
[F2]Options for 1,334, 1,333, and 1,333 shares became exercisable on 8/11/00, 8/11/01, and 8/11/02, respectively.
[F3]Options for 1,334, 1,333, and 1,333 shares became exercisable on 12/7/00, 12/7/01, and 12/7/02, respectively.
[F4]Incentive stock options expire on 2/8/09. The option to purchase stock options is subject to earlier termination in the event of termination of the reporting person's employment with the issuer. Termination provisions are set forth in the stock option agreement between the reporting person and the issuer.
[F5]Incentive stock options expire on 8/11/09. The option to purchase stock options is subject to earlier termination in the event of termination of the reporting person's employment with the issuer. Termination provisions are set forth in the stock option agreement between the reporting person and the issuer.
[F6]Incentive stock options expire on 12/7/09. The option to purchase stock options is subject to earlier termination in the event of termination of the reporting person's employment with the issuer. Termination provisions are set forth in the stock option agreement between the reporting person and the issuer.
[F7]Upon exercise, the derivative security converts on a one-to-one basis into Common Stock. The exercise price of the derivative security is set forth in Column 2 of Table II of this report.

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