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Sec Form 4 Filing - RAMU RAYMOND R @ SAIA INC - 2019-02-07

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
RAMU RAYMOND R
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)
Exec. VP & Chief Customer Off.
(Last)
(First)
(Middle)
11465 JOHNS CREEK PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2019
(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 02/07/2019 A 2,130 ( 1 ) A $ 66.03 14,010 D
Common Stock 02/07/2019 A 9,290 ( 2 ) A $ 0 23,300 D
Common Stock 02/07/2019 F 2,820 ( 3 ) D $ 66.03 20,480 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) $ 66.03 02/07/2019 A 6,500 02/07/2022 02/07/2026 Common Stock 6,500 $ 0 6,500 D
Phantom Stock ( 4 ) ( 5 ) ( 6 ) Common Stock 7,073.244 7,073.244 D
Stock Options (Right to Buy) $ 27.45 02/08/2019 02/08/2023 Common Stock 13,440 13,440 D
Stock Options (Right to Buy) $ 43.01 02/03/2018 02/03/2022 Common Stock 4,500 4,500 D
Stock Options (Right to Buy) $ 46.35 02/07/2020 02/07/2024 Common Stock 3,580 3,580 D
Stock Options (Right to Buy) $ 73.35 02/06/2021 02/06/2025 Common Stock 3,920 3,920 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAMU RAYMOND R
11465 JOHNS CREEK PARKWAY, SUITE 400
JOHNS CREEK, GA30097
Exec. VP & Chief Customer Off.
Signatures
/s/ Stephanie R. Maschmeier 02/11/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. The restricted stock award cliff vests in year three.
( 2 )Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 1/1/16-12/31/18 performance period.
( 3 )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 1/1/16-12/31/18 performance period.
( 4 )The conversion rate of this derivative security on February 7, 2019 is 1.1913 resulting in 8,426.514 shares of common stock (underlying security in column 7).
( 5 )Immediate
( 6 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.