Sec Form 4 Filing - ODELL RICHARD D @ SAIA INC - 2014-02-07

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) 02/07/2014 (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 02/07/2014 M 29,916 A $ 7.9733 132,809.5 D Common Stock 02/07/2014 S 29,916 D $ 31.0038 102,893.5 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) $ 7.9733 02/07/2014 M 29,916 02/03/2012 02/02/2016 Common Stock 29,916 $ 0 0 D Stock Options (Right to Buy) $ 8.0667 02/02/2013 02/01/2017 Common Stock 33,540 33,540 D Phantom Stock $ 0 ( 1 ) ( 2 ) ( 3 ) Common Stock 43,070.538 ( 1 ) 43,070.538 ( 1 ) D Stock Options (Right to Buy) $ 17.8133 02/02/2010( 4 ) 02/01/2017 Common Stock 29,985 29,985 D Stock Options (Right to Buy) $ 10.9267 05/02/2014 05/01/2018 Common Stock 29,610 29,610 D Stock Options (Right to Buy) $ 27.28 04/30/2016 04/29/2020 Common Stock 45,885 45,885 D Stock Options (Right to Buy) $ 31.5 02/04/2017 02/03/2021 Common Stock 39,600 39,600 D Stock Options (Right to Buy) $ 11 02/02/2015 02/02/2019 Common Stock 52,950 52,950 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 02/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion rate of this derivative security on February 7, 2014 is 1.22 resulting in 52,545.77 shares of common stock (underlying security in column 7). ( 2 )Immediate ( 3 )The shares of phantom stock become payable in the Company's stock upon reporting person's termination of service as a Director. ( 4 )The options vest one-third in year three, one-third in year four and one-third 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).

** 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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