SAIA INC — Director's Dealing 2012

Feb 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2012-02-02

Reporting Person: ODELL RICHARD D (President & CEO of Saia)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	A	10516	$16.50	Acquired	67367	Direct
2012-02-02	Common Stock	F	3560	$16.50	Disposed	63807	Direct
2012-02-02	Common Stock	F	2759	$16.50	Disposed	61048	Direct
2012-02-02	Common Stock	A	30303	$16.50	Acquired	91351	Direct
2012-02-03	Common Stock	S	300	$16.59	Disposed	91051	Direct
2012-02-03	Common Stock	S	700	$16.58	Disposed	90351	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Stock Options (Right to Buy)	$16.50	A	35300	Acquired	2019-02-02	Common Stock (35300)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$12.10	2017-02-01	Common Stock (22360)	22360	Direct
Phantom Stock	$0		Common Stock (41565.79)	41565.79	Direct
Stock Options (Right to Buy)	$27.38	2013-01-27	Common Stock (9560)	9560	Direct
Stock Options (Right to Buy)	$26.72	2014-02-01	Common Stock (11750)	11750	Direct
Stock Options (Right to Buy)	$26.72	2017-02-01	Common Stock (19990)	19990	Direct
Stock Options (Right to Buy)	$14.71	2015-01-31	Common Stock (26040)	26040	Direct
Stock Options (Right to Buy)	$11.96	2016-02-02	Common Stock (22400)	22400	Direct
Stock Options (Right to Buy)	$16.39	2018-05-01	Common Stock (19740)	19740	Direct

Footnotes

F1: The options vest one-third in year three, one-third in year four and one-third in year five.

F2: Conversion rate of this derivative security on February 2, 2012 is 0.8512 resulting in 35,379.79 shares of common stock (underlying security in column 7).

F3: Immediate

F4: The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee

F5: Issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2009-2011 performance period.

F6: Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2009-2011 performance period.

F7: Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2008.

F8: Shares sold at officer's election to fund additional tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2008.

F9: Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee to address retention. The restricted stock award vests 25% in year three, 25% in year four and 50% in year five.