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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/12/24 |
Not Subject to Section 16? No |
Issuer: |
| Issuer CIK: 1177702 |
| Issuer Name: SAIA INC |
| Issuer Trading Symbol: SAIA |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1799742 |
| | Owner Name: COL DOUGLAS L |
| Reporting Owner Address: |
| | Owner Street 1: 11465 JOHNS CREEK PARKWAY, SUITE 400 |
| | Owner Street 2: |
| | Owner City: JOHNS CREEK |
| | Owner State: GA |
| | Owner ZIP Code: 30097 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Executive VP, CFO & Secretary |
| | Other Text: |
Aff 10b5 One? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/12/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 331.00 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 560.40 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,301.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 617.00 |
| | | Transaction Price Per Share: |
| Value: 200.81 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,918.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 517.00 |
| | | Transaction Price Per Share: |
| Value: 277.86 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,435.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 617.00 |
| | | Transaction Price Per Share: |
| Value: 557.4082 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,818.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 678.00 |
| | | Transaction Price Per Share: |
| Value: 558.315 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,140.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 517.00 |
| | | Transaction Price Per Share: |
| Value: 557.4082 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,623.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 277.86 |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 517.00 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 2/7/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 517.00 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 517.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 200.81 |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 617.00 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 2/11/28 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 617.00 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0.00 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Phantom Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,197.001 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,197.001 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2021. |
| Footnote - F2: 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. |
| Footnote - F3: The conversion rate of this derivative security on February 12, 2024 is 1.1218 resulting in 3,586.532 shares of common stock (underlying security in column 7). |
| Footnote - F4: Immediate |
| Footnote - F5: 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. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Kelly W. Benton |
| Signature Date: 2/14/24 |