SAIA INC — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SAIA INC (SAIA)
CIK: 0001177702
Period of Report: 2016-02-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Common Stock	A	18245	—	Acquired	52406.5	Direct
2016-02-09	Common Stock	F	6085	$27.45	Disposed	46321.5	Direct
2016-02-09	Common Stock	F	3790	$27.45	Disposed	42531.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	Stock Options (Right to Buy)	$27.45	A	73740	Acquired	2023-02-08	Common Stock (73740)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (46226.653)	46226.653	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)	$43.01	2022-02-03	Common Stock (41950)	41950	Direct

Footnotes

F1: Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 1/31/13-2/1/16 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 1/31/13-2/1/16 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 9, 2016 is 1.2372 resulting in 57,191.24 shares of common stock (underlying security in column 7).

F5: Immediate

F6: The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.