SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ODELL RICHARD D

(Last) (First) (Middle)
11465 JOHNS CREEK PARKWAY, SUITE 400

(Street)
JOHNS CREEK GA 30097

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAIA INC [ SAIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO of Saia
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2014 M 29,916 A $7.9733 132,809.5 D
Common Stock 02/07/2014 S 29,916 D $31.0038 102,893.5 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $7.9733 02/07/2014 M 29,916 02/03/2012 02/02/2016 Common Stock 29,916 $0 0 D
Stock Options (Right to Buy) $8.0667 02/02/2013 02/01/2017 Common Stock 33,540 33,540 D
Phantom Stock $0 (1) (2) (3) Common Stock 43,070.538 (1) 43,070.538 (1) D
Stock Options (Right to Buy) $17.8133 02/02/2010 (4) 02/01/2017 Common Stock 29,985 29,985 D
Stock Options (Right to Buy) $10.9267 05/02/2014 05/01/2018 Common Stock 29,610 29,610 D
Stock Options (Right to Buy) $27.28 04/30/2016 04/29/2020 Common Stock 45,885 45,885 D
Stock Options (Right to Buy) $31.5 02/04/2017 02/03/2021 Common Stock 39,600 39,600 D
Stock Options (Right to Buy) $11 02/02/2015 02/02/2019 Common Stock 52,950 52,950 D
Explanation of Responses:
1. Conversion rate of this derivative security on February 7, 2014 is 1.22 resulting in 52,545.77 shares of common stock (underlying security in column 7).
2. Immediate
3. The shares of phantom stock become payable in the Company's stock upon reporting person's termination of service as a Director.
4. The options vest one-third in year three, one-third in year four and one-third in year five.
/s/ Stephanie R. Maschmeier 02/10/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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