Patrick D. Sugar - Feb 7, 2022 Form 4 Insider Report for SAIA INC (SAIA)

Role: EVP Operations
Signature: /s/ Douglas L. Col
Stock symbol: SAIA
Transactions as of: Feb 7, 2022
Transactions value $: -$215,342
Form type: 4
Date filed: 2/9/2022, 03:56 PM
Next filing: Nov 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAIA	Common Stock	Award	$0	+1.89K	+41.03%	$0.00	6.51K	Feb 7, 2022	Direct	F1
transaction	SAIA	Common Stock	Award	$0	+535	+8.22%	$0.00	7.05K	Feb 7, 2022	Direct	F2
transaction	SAIA	Common Stock	Tax liability	-$56.7K	-204	-2.9%	$277.86	6.84K	Feb 7, 2022	Direct	F3
transaction	SAIA	Common Stock	Tax liability	-$159K	-571	-8.35%	$277.86	6.27K	Feb 7, 2022	Direct	F4

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	+1.28K		$0.00	1.28K	Feb 7, 2022	Common Stock	1.28K	$277.86	Direct	F5
holding	SAIA	Phantom Stock						317	Feb 7, 2022	Common Stock	317		Direct	F6, F7, F8
holding	SAIA	Stock Options (Right to buy)						1.13K	Feb 7, 2022	Common Stock	1.13K	$200.81	Direct	F5
holding	SAIA	Stock Options (Right to buy)						980	Feb 7, 2022	Common Stock	980	$100.20	Direct	F5
holding	SAIA	Stock Options (Right to buy)						1.45K	Feb 7, 2022	Common Stock	1.45K	$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 in connection with the vesting of restricted shares awarded in February 2019.
F4	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.
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 360.248 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.