SAIA INC — Director's Dealing 2013

May 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2013-04-30

Reporting Person: DARBY JAMES A (VP of Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-01	Common Stock	M	3710	$40.588	Acquired	38309	Direct
2013-05-01	Common Stock	S	3710	$40.588	Disposed	34599	Direct
2013-05-01	Common Stock	S	9000	$40.2086	Disposed	25599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-30	Stock Options (Right to Buy)	$40.92	A	11060	Acquired	2020-04-29	Common Stock (11060)	Direct
2013-05-01	Stock Options (Right to Buy)	$26.72	M	3710	Disposed	2014-02-01	Common Stock (3710)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$12.10	2017-02-01	Common Stock (7060)	7060	Direct
Stock Options (Right to Buy)	$14.71	2015-01-31	Common Stock (8220)	8220	Direct
Stock Options (Right to Buy)	$11.96	2016-02-02	Common Stock (7070)	7070	Direct
Stock Options (Right to Buy)	$16.39	2018-05-01	Common Stock (6230)	6230	Direct
Stock Options (Right to Buy)	$16.50	2019-02-02	Common Stock (11130)	11130	Direct
Phantom Stock	$		Common Stock (27313.731)	27313.731	Direct

Footnotes

F1: Conversion rate of this derivative security on April 30, 2013 is 0.8234 resulting in 22,489.19 shares of common stock (underlying security in column 7).

F2: Immediate

F3: The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.