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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $.001 par value 08/16/2006 S 1,367 D $32.053 328,471 I(1) By Parche, LLC
Common Stock, $.001 par value 08/16/2006 S 790 D $32.0253 327,681 I(1) By Parche, LLC
Common Stock, $.001 par value 08/16/2006 S 7,475 D $32.0325 320,206 I(1) By Parche, LLC
Common Stock, $.001 par value 08/17/2006 S 633 D $32.1549 319,573 I(1) By Parche, LLC
Common Stock, $.001 par value 08/17/2006 S 88 D $32.3175 319,485 I(1) By Parche, LLC
Common Stock, $.001 par value 08/17/2006 S 5,464 D $31.4475 314,021 I(1) By Parche, LLC
Common Stock, $.001 par value 08/16/2006 S 2,120 D $32.053 509,557 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 1,224 D $32.0253 508,333 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 11,596 D $32.0325 496,737 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 982 D $32.1549 495,755 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 136 D $32.3175 495,619 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 8,475 D $31.4475 487,144 I(2) By Ramius Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 475 D $32.053 114,222 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 274 D $32.0253 113,948 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 2,599 D $32.0325 111,349 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 220 D $32.1549 111,129 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 30 D $32.3175 111,099 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 1,900 D $31.4475 109,199 I(3) By RCG Ambrose Master Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 437 D $32.053 105,168 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 253 D $32.0253 104,915 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 2,393 D $32.0325 102,522 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 204 D $32.1549 102,318 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 28 D $32.3175 102,290 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/17/2006 S 1,748 D $31.4475 100,542 I(4) By RCG Halifax Fund, Ltd.
Common Stock, $.001 par value 08/16/2006 S 3,401 D $32.053 817,445 I(5) By Starboard Value(6)
Common Stock, $.001 par value 08/16/2006 S 1,964 D $32.0253 815,481 I(5) By Starboard Value(6)
Common Stock, $.001 par value 08/16/2006 S 18,602 D $32.0325 796,879 I(5) By Starboard Value(6)
Common Stock, $.001 par value 08/17/2006 S 1,576 D $32.1549 795,303 I(5) By Starboard Value(6)
Common Stock, $.001 par value 08/17/2006 S 218 D $32.3175 795,085 I(5) By Starboard Value(6)
Common Stock, $.001 par value 08/17/2006 S 13,595 D $31.4475 781,490 I(5) By Starboard Value(6)
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
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starboard Value & Opportunity Fund, LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Parche, LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Admiral Advisors, LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C4S & CO LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 19917

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOLOMON JEFFREY M

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STARK MORGAN B

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STRAUSS THOMAS W

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCG Ambrose Master Fund, Ltd.

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Consists of shares of Common Stock held by Parche, LLC (Parche). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the managing member of Parche, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be the beneficial owner of the shares held by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
2. Consists of shares of Common Stock held by Ramius Master Fund, Ltd. (Ramius Master). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius), the managing member of Ramius Advisors, LLC (Ramius Advisors), the investment manager of Ramius Master. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, Ramius Advisors and C4S may be deemed to be the beneficial owner of the shares held by Ramius Master. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, Ramius Advisors and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. Consists of shares of Common Stock held by RCG Ambrose Master Fund, Ltd. (RCG Ambrose). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius), the investment manager of RCG Ambrose. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S may be deemed to be the beneficial owner of the shares held by RCG Ambrose. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. Consists of shares of Common Stock held by RCG Halifax Fund, Ltd. (RCG Halifax). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius), the investment manager of RCG Halifax. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S may be deemed to be the beneficial owner of the shares held by RCG Halifax. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
5. Consists of shares of Common Stock held by Starboard Value and Opportunity Master Fund Ltd. (Starboard). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the investment manager for Starboard, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be the beneficial owner of the shares held by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
6. Starboard Value and Opportunity Master Fund Ltd.
/s/ Cohen, Peter A. 08/18/2006
/s/ Solomon, Jeffrey M. 08/18/2006
/s/ Stark, Morgan B. 08/18/2006
/s/ Strauss, Thomas W. 08/18/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.