SAIA INC — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2014-02-04

Reporting Person: BUCHHOLZ SALLY R (VP Marketing/Customer Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Stock	A	8568	—	Acquired	23543.25	Direct
2014-02-04	Common Stock	F	2981	$31.50	Disposed	20562.25	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-04	Stock Options (Right to Buy)	$31.50	A	6040	Acquired	2021-02-03	Common Stock (6040)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (7442.118)	7442.118	Direct
Stock Options (Right to Buy)	$10.9267	2018-05-01	Common Stock (8490)	8490	Direct
Stock Options (Right to Buy)	$11.00	2019-02-02	Common Stock (10425)	10425	Direct
Stock Options (Right to Buy)	$27.28	2020-04-29	Common Stock (8745)	8745	Direct

Footnotes

F1: Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 2/2/11-2/1/14 performance period.

F2: Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 2/2/11-2/1/14 performance period.

F3: The conversion rate of this derivative security on February 4, 2014 is 1.2199 resuling in 9,078.88 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.