Douglas L. Col - Feb 8, 2023 Form 4 Insider Report for SAIA INC (SAIA)

Role: Executive VP, CFO & Secretary
Signature: /s/ Kelly W. Benton
Stock symbol: SAIA
Transactions as of: Feb 8, 2023
Transactions value $: -$1,410,898
Form type: 4
Date filed: 2/10/2023, 03:23 PM
Previous filing: Feb 8, 2023
Next filing: Mar 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAIA	Common Stock	Award	$0	+1.49K	+23.88%	$0.00	7.71K	Feb 8, 2023	Direct	F1
transaction	SAIA	Common Stock	Tax liability	-$453K	-1.56K	-20.24%	$290.52	6.15K	Feb 8, 2023	Direct	F2
transaction	SAIA	Common Stock	Award	$0	+3.74K	+60.86%	$0.00	9.89K	Feb 8, 2023	Direct	F3
transaction	SAIA	Common Stock	Options Exercise	$94.2K	+940	+9.5%	$100.20	10.8K	Feb 9, 2023	Direct
transaction	SAIA	Common Stock	Sale	-$790K	-2.84K	-26.18%	$278.57	8K	Feb 9, 2023	Direct	F4
transaction	SAIA	Common Stock	Sale	-$262K	-940	-11.76%	$278.56	7.06K	Feb 9, 2023	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)	Options Exercise	$0	-940	-100%	$0.00^*	0	Feb 9, 2023	Common Stock	940	$100.20	Direct	F5
holding	SAIA	Phantom Stock						3.2K	Feb 8, 2023	Common Stock	3.2K		Direct	F6, F7, F8
holding	SAIA	Stock Options (Right to Buy)						1.55K	Feb 8, 2023	Common Stock	1.55K	$277.86	Direct	F5
holding	SAIA	Stock Options (Right to Buy)						1.85K	Feb 8, 2023	Common Stock	1.85K	$200.81	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date.
F2	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 1/1/20-12/31/22 performance period.
F3	Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/20-12/31/22 performance period.
F4	This transaction was executed in multiple trades at prices ranging from $278.50 USD to $278.69 USD; the price reported above reflects the weighted average sale price.
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 8, 2023 is 1.1405 resulting in 3,646.023 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.