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: MASCHMEIER STEPHANIE (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	A	1749	$16.50	Acquired	1749	Direct
2012-02-02	Common Stock	F	642	$16.50	Disposed	1107	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	4750	Acquired	2019-02-02	Common Stock (4750)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$12.10	2017-02-01	Common Stock (3720)	3720	Direct
Phantom Stock	$		Common Stock (4482.579)	4482.579	Direct
Stock Options (Right to Buy)	$11.96	2016-02-02	Common Stock (3730)	3730	Direct
Stock Options (Right to Buy)	$16.39	2018-05-01	Common Stock (3290)	3290	Direct

Footnotes

F1: Immediate

F2: The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee

F3: Conversion rate of this derivative security on February 2, 2012 is 0.8512 resulting in 3,815.46 shares of common stock (underlying security in column 7).

F4: Issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2009-2011 performance period.

F5: 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.