SAIA INC — Director's Dealing 2014

Nov 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2014-11-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-07	Common Stock	M	29985	$17.8133	Acquired	91878.5	Direct
2014-11-07	Common Stock	S	29985	$51.3094	Disposed	61893.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-07	Stock Options (Right to Buy)	$17.8133	M	29985	Disposed	2017-02-01	Common Stock (29985)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (43070.538)	43070.538	Direct
Stock Options (Right to Buy)	$10.9267	2018-05-01	Common Stock (29610)	29610	Direct
Stock Options (Right to Buy)	$27.28	2020-04-29	Common Stock (45885)	45885	Direct
Stock Options (Right to Buy)	$31.50	2021-02-03	Common Stock (39600)	39600	Direct
Stock Options (Right to Buy)	$11.00	2019-02-02	Common Stock (52950)	52950	Direct

Footnotes

F1: The prices reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.20 to $51.67, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F2: The options vest one-third in year three, one-third in year four and one-third in year five.

F3: Conversion rate of this derivative security on November 7, 2014 is 1.2021 resulting in 51,775.03 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, in accordance with the terms of the Plan.