SAIA INC — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2014-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock	M	33540	$8.0667	Acquired	136433.5	Direct
2014-02-13	Common Stock	S	33540	$31.50	Disposed	102893.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Stock Options (Right to Buy)	$8.0667	M	33540	Disposed	2017-02-01	Common Stock (33540)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (43070.538)	43070.538	Direct
Stock Options (Right to Buy)	$17.8133	2017-02-01	Common Stock (29985)	29985	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: Conversion rate of this derivative security on February 13, 2014 is 1.22 resulting in 52,544.47 shares of common stock (underlying security in column 7).

F2: Immediate

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

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