Sec Form 4 Filing - ODELL RICHARD D @ SAIA INC - 2012-02-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ODELL RICHARD D 2. Issuer Name and Ticker or Trading Symbol SAIA INC [ SAIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO of Saia (Last) (First) (Middle) 11465 JOHNS CREEK PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2012 (Street) JOHNS CREEK, GA30097 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/02/2012 A 10,516 ( 5 ) A $ 16.5 67,367 D Common Stock 02/02/2012 F 3,560 ( 6 ) D $ 16.5 63,807 D Common Stock 02/02/2012 F 2,759 ( 7 ) D $ 16.5 61,048 D Common Stock 02/02/2012 A 30,303 ( 9 ) A $ 16.5 91,351 D Common Stock 02/03/2012 S 300 ( 8 ) D $ 16.59 91,051 D Common Stock 02/03/2012 S 700 ( 8 ) D $ 16.58 90,351 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to Buy) $ 16.5 02/02/2012 A 35,300 02/02/2015 02/02/2019 Common Stock 35,300 $ 16.5 91,351 D Stock Options (Right to Buy) $ 12.1 02/02/2013 02/01/2017 Common Stock 22,360 22,360 D Phantom Stock $ 0 ( 3 ) ( 4 ) Common Stock 41,565.79 ( 2 ) 41,565.79 ( 2 ) D Stock Options (Right to Buy) $ 27.38 01/28/2009 01/27/2013 Common Stock 9,560 9,560 D Stock Options (Right to Buy) $ 26.72 02/02/2010 02/01/2014 Common Stock 11,750 11,750 D Stock Options (Right to Buy) $ 26.72 02/02/2010( 1 ) 02/01/2017 Common Stock 19,990 19,990 D Stock Options (Right to Buy) $ 14.71 02/01/2011 01/31/2015 Common Stock 26,040 26,040 D Stock Options (Right to Buy) $ 11.96 02/03/2012 02/02/2016 Common Stock 22,400 22,400 D Stock Options (Right to Buy) $ 16.39 05/02/2014 05/01/2018 Common Stock 19,740 19,740 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ODELL RICHARD D 11465 JOHNS CREEK PARKWAY, SUITE 400 JOHNS CREEK, GA30097 President & CEO of Saia Signatures /s/ Stephanie R. Maschmeier 02/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest one-third in year three, one-third in year four and one-third in year five. ( 2 )Conversion rate of this derivative security on February 2, 2012 is 0.8512 resulting in 35,379.79 shares of common stock (underlying security in column 7). ( 3 )Immediate ( 4 )The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee ( 5 )Issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2009-2011 performance period. ( 6 )Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the Amended and Restated 2003 Omnibus Incentive Plan for the 2009-2011 performance period. ( 7 )Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2008. ( 8 )Shares sold at officer's election to fund additional tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2008. ( 9 )Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee to address retention. The restricted stock award vests 25% in year three, 25% in year four and 50% in year five.

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).

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