Sec Form 4 Filing - DARBY JAMES A @ SAIA INC - 2014-02-04

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 DARBY JAMES A 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) VP of Finance & CFO (Last) (First) (Middle) 11465 JOHNS CREEK PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2014 (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 02/04/2014 F( 1 ) 3,252 D $ 31.5 35,146.5 D Common Stock 02/05/2014 M 12,330 A $ 9.8067 47,476.5 D Common Stock 02/05/2014 M 605 A $ 7.9733 48,081.5 D Common Stock 02/04/2014 A( 2 ) 9,426 A $ 0 57,507.5 D Common Stock 02/05/2014 S 12,330 D $ 30.922 45,177.5 D Common Stock 02/05/2014 S 605 D $ 30.922 44,572.5 D Common Stock 02/06/2014 M 10,000 A $ 7.9733 54,572.5 D Common Stock 02/06/2014 S 10,000 D $ 30.5014 44,572.5 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) $ 9.8067 02/05/2014 M 12,330 02/01/2011 01/31/2015 Common Stock 12,330 $ 0 0 D Stock Options (Right to Buy) $ 7.9733 02/05/2014 M 605 02/03/2012 02/02/2016 Common Stock 605 $ 0 10,000 D Stock Options (Right to Buy) $ 7.9733 02/06/2014 M 10,000 02/03/2012 02/02/2016 Common Stock 10,000 $ 0 0 D Stock Options (Right to Buy) $ 31.5 02/04/2014 A 11,460 02/04/2017 02/03/2021 Common Stock 11,460 $ 0 11,460 D Phantom Stock ( 3 ) ( 4 ) ( 5 ) Common Stock 27,313.731 ( 3 ) 27,313.731 ( 3 ) D Stock Options (Right to Buy) $ 11 02/02/2015 02/02/2019 Common Stock 16,695 16,695 D Stock Options (Right to Buy) $ 10.9267 05/02/2014 05/01/2018 Common Stock 9,345 9,345 D Stock Options (Right to Buy) $ 27.28 04/30/2016 04/29/2020 Common Stock 16,590 16,590 D Stock Options (Right to Buy) $ 8.0667 02/02/2013 02/01/2017 Common Stock 10,590 10,590 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DARBY JAMES A 11465 JOHNS CREEK PARKWAY, SUITE 400 JOHNS CREEK, GA30097 VP of Finance & CFO Signatures /s/ Stephanie R. Maschmeier 02/06/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 2/2/11-2/1/14 performance period. ( 2 )Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 2/2/11-2/1/14 performance period. ( 3 )The conversion rate of this derivative security on February 4, 2014 is 1.2199 resulting in 33,320.91 shares of common stock (underlying security in column 7). ( 4 )Immediate ( 5 )The shares of phantom stock become payable, in stock, upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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