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: MASCHMEIER STEPHANIE (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Common Stock	A	6136	—	Acquired	17398.5	Direct
2015-02-03	Common Stock	F	2142	$43.01	Disposed	15256.5	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	4220	Acquired	2022-02-03	Common Stock (4220)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (6008.02)	6008.02	Direct
Stock Options (Right to Buy)	$11.00	2019-02-02	Common Stock (7125)	7125	Direct
Stock Options (Right to Buy)	$27.28	2020-04-29	Common Stock (5925)	5925	Direct
Stock Options (Right to Buy)	$31.50	2021-02-03	Common Stock (4090)	4090	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: The conversion rate of this derivative security on February 3, 2015 is 1.2031 resulting in 7,228.24 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.