Schedule 13G

Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

   Luminus Management, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization.

Delaware

0001193125-18-048585.txt : 20180216 0001193125-18-048585.hdr.sgml : 20180216 20180216161103 ACCESSION NUMBER: 0001193125-18-048585 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180216 DATE AS OF CHANGE: 20180216 GROUP MEMBERS: JONATHAN BARRETT GROUP MEMBERS: LUMINUS ENERGY PARTNERS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELADON GROUP INC CENTRAL INDEX KEY: 0000865941 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 133361050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45287 FILM NUMBER: 18621290 BUSINESS ADDRESS: STREET 1: ONE CELADON DRIVE STREET 2: 9503 E 33RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46235-4207 BUSINESS PHONE: (317) 972-7000 MAIL ADDRESS: STREET 1: ONE CELADON DRIVE STREET 2: 9503 E 33RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46235-4207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126153450 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 d537348dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Celadon Group, Inc.

(Name of Issuer)

Common Stock,

par value $0.033 per share

(Title of Class of Securities)

150838100

(CUSIP Number)

February 7, 2018

(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)

☐ 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 the disclosures provided in a prior cover page.

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).

Item 1.

(a)

Name of Issuer

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, 38th Floor

New York, NY 10019

(c)

Citizenship

Luminus Management, LLC—Delaware

Luminus Energy Partners Master Fund, Ltd. – Bermuda

Jonathan Barrett – United States

(d)

Title of Class of Securities

Common Stock, $0.033 par value per share

(e)

CUSIP Number

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

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	☐	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 associations 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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of February 15, 2018, Luminus Energy Partners Master Fund, Ltd. owned 1,608,013 shares of Common Stock, which is 5.68% of the Issuer’s outstanding Common Stock. The percentage herein is calculated based upon the aggregate total of the 28,299,404 shares of Common Stock issued and outstanding as of February 9, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on February 10, 2017.

(a)

Amount Beneficially Owned***

Luminus Management, LLC - 1,608,013 shares

Luminus Energy Partners Master Fund, Ltd. - 1,608,013 shares

Jonathan Barrett - 1,608,013 shares

(b)

Percent of Class

Luminus Management, LLC - 5.68%

Luminus Energy Partners Master Fund, Ltd. - 5.68%

Jonathan Barrett - 5.68%

(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 - 1,608,013 shares

Luminus Energy Partners Master Fund, Ltd. - 1,608,013 shares

Jonathan Barrett - 1,608,013 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 - 1,608,013 shares

Luminus Energy Partners Master Fund, Ltd. - 1,608,013 shares

Jonathan Barrett - 1,608,013 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

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

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.

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.

February 16, 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

EX-1 2 d537348dex1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of February 16, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Celadon Group, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


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