SAIA INC — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2015-02-03

Reporting Person: Robinson Mark H (Vice President of IT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	A	9582	—	Acquired	23218.5	Direct
2015-02-03	Common Stock	F	3282	$43.01	Disposed	19936.5	Direct
2015-02-03	Common Stock	F	1137	$43.01	Disposed	18799.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-03	Stock Options (Right to Buy)	$43.01	A	6410	Acquired	2022-02-03	Common Stock (6410)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13486.056)	13486.056	Direct
Stock Options (Right to Buy)	$11.00	2019-02-02	Common Stock (11130)	11130	Direct
Stock Options (Right to Buy)	$27.28	2020-04-29	Common Stock (9510)	9510	Direct
Stock Options (Right to Buy)	$31.50	2021-02-03	Common Stock (6570)	6570	Direct

Footnotes

F1: Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 1/1/12-12/31/14 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 1/1/12-12/31/14 performance period.

F3: Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2012.

F4: The conversion rate of this derivative security on February 3, 2015 is 1.2031 resulting in 16,225.05 shares of common stock (underlying security in column 7).

F5: Immediate

F6: 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.