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*
DARBY JAMES A

(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)
VP of Finance & CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2014
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 08/13/2014 M 9,345 A $10.9267 45,917.5 D
Common Stock 08/13/2014 S 9,345 D $47.7895 36,572.5 D
Common Stock 08/13/2014 S 5,000 D $47.7895 31,572.5 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) $10.9267 08/13/2014 M 9,345 05/02/2014 05/01/2018 Common Stock 9,345 $0 0 D
Phantom Stock (1) (2) (3) Common Stock 27,313.731 (1) 27,313.731 (1) D
Stock Options (Right to Buy) $11 02/02/2015 02/02/2019 Common Stock 16,695 16,695 D
Stock Options (Right to Buy) $27.28 04/30/2016 04/29/2020 Common Stock 16,590 16,590 D
Stock Options (Right to Buy) $31.5 02/04/2017 02/03/2021 Common Stock 11,460 11,460 D
Explanation of Responses:
1. The conversion rate of this derivative security on August 13, 2014 is 1.2079 resulting in 32,992.37 shares of common stock (underlying security in column 7).
2. Immediate
3. 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.
/s/ Stephanie R. Maschmeier 08/13/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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