SAIA INC — Director's Dealing 2013

Mar 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2013-03-15

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-15	Phantom Stock	$0	I	788.126	Acquired		Common Stock (788.126)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	83265	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
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
Stock Options (Right to Buy)	$16.50	2019-02-02	Common Stock (35300)	35300	Direct

Footnotes

F1: Conversion rate of this derivative security on March 15, 2013 is 0.8189 resulting in 35,272.54 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

F4: The options vest one-third in year three, one-third in year four and one-third in year five.