Frederick J. Holzgrefe III - 07 Feb 2022 Form 4 Insider Report for SAIA INC (SAIA)

Role: President & CEO
Signature: /s/ Douglas L. Col
Issuer symbol: SAIA
Transactions as of: 07 Feb 2022
Net transactions value: -$4,795,835
Form type: 4
Filing time: 09 Feb 2022, 15:55:44 UTC
Previous filing: 12 Nov 2021
Next filing: 03 Aug 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAIA	Common Stock	Award	$0	+14,994	+96%	$0.000000	30,593	07 Feb 2022	Direct	F1
transaction	SAIA	Common Stock	Award	$0	+2,126	+6.9%	$0.000000	32,719	07 Feb 2022	Direct	F2
transaction	SAIA	Common Stock	Tax liability	$1,879,167	-6,763	-21%	$277.86	25,956	07 Feb 2022	Direct	F3
transaction	SAIA	Common Stock	Tax liability	$469,861	-1,691	-6.5%	$277.86	24,265	07 Feb 2022	Direct	F4
transaction	SAIA	Common Stock	Sale	$1,114,929	-3,924	-16%	$284.13	20,341	08 Feb 2022	Direct
transaction	SAIA	Common Stock	Sale	$1,331,878	-4,576	-22%	$291.06	15,765	09 Feb 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SAIA	Stock Options (Right to Buy)	Award	$0	+5,070		$0.000000	5,070	07 Feb 2022	Common Stock	5,070	$277.86	Direct	F5
transaction	SAIA	Phantom Stock	Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities	$0	+706	+15%	$0.000000	5,288	08 Feb 2022	Common Stock	706		Direct	F6, F7, F8
holding	SAIA	Stock Options (Right to Buy)						6,460	07 Feb 2022	Common Stock	6,460	$200.81	Direct	F5
holding	SAIA	Stock Options (Right to Buy)						5,107	07 Feb 2022	Common Stock	5,107	$100.20	Direct	F5
holding	SAIA	Stock Options (Right to Buy)						11,430	07 Feb 2022	Common Stock	11,430	$66.03	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/19-12/31/21 performance period.
F2	Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. The restricted stock award cliff vests in year three.
F3	Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/19-12/31/21 performance period.
F4	Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2019.
F5	Stock Options granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the award vests each year on the anniversary of the grant date.
F6	The conversion rate of this derivative security on February 7, 2022 is 1.1354 resulting in 6,004.284 shares of common stock (underlying security in column 7).
F7	Immediate
F8	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.