SAIA INC — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2013-02-07

Reporting Person: Balius Brian A (VP-Linehaul & Ind Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	A	5592	$27.05	Acquired	17385	Direct
2013-02-07	Common Stock	F	1843	$27.05	Disposed	15542	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (8821.318)	8821.318	Direct
Stock Options (Right to Buy)	$27.38	2013-01-27	Common Stock (1790)	1790	Direct
Stock Options (Right to Buy)	$26.72	2014-02-01	Common Stock (2220)	2220	Direct
Stock Options (Right to Buy)	$14.71	2015-01-31	Common Stock (4910)	4910	Direct
Stock Options (Right to Buy)	$11.96	2016-02-02	Common Stock (4650)	4650	Direct
Stock Options (Right to Buy)	$12.10	2017-02-01	Common Stock (4640)	4640	Direct
Stock Options (Right to Buy)	$16.39	2018-05-01	Common Stock (4100)	4100	Direct
Stock Options (Right to Buy)	$16.50	2019-02-02	Common Stock (6710)	6710	Direct

Footnotes

F1: Issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2010 - 2012 performance period.

F2: 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 2010-2012 performance period.

F3: Conversion rate of this derivative security on February 7, 2013 is 0.8332 resulting in 7,350.08 shares of common stock (underlying security in column 7).

F4: Immediate

F5: The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee