SAIA INC — Director's Dealing 2014

Aug 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2014-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-13	Common Stock	M	9345	$10.9267	Acquired	45917.5	Direct
2014-08-13	Common Stock	S	9345	$47.7895	Disposed	36572.5	Direct
2014-08-13	Common Stock	S	5000	$47.7895	Disposed	31572.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-13	Stock Options (Right to Buy)	$10.9267	M	9345	Disposed	2018-05-01	Common Stock (9345)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (27313.731)	27313.731	Direct
Stock Options (Right to Buy)	$11.00	2019-02-02	Common Stock (16695)	16695	Direct
Stock Options (Right to Buy)	$27.28	2020-04-29	Common Stock (16590)	16590	Direct
Stock Options (Right to Buy)	$31.50	2021-02-03	Common Stock (11460)	11460	Direct

Footnotes

F1: The conversion rate of this derivative security on August 13, 2014 is 1.2079 resulting in 32,992.37 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.