Sec Form 4 Filing - Prior Lawrence B III @ SAIC, Inc. - 2009-06-11

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 Prior Lawrence B III 2. Issuer Name and Ticker or Trading Symbol SAIC, Inc. [ SAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 1710 SAIC DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2009 (Street) MCLEAN, VA22102 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

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 Class A Preferred Stock $ 0 ( 1 ) 06/11/2009 M 12,300 ( 1 ) ( 2 ) Common Stock 12,300 $ 13.5166 38,434.5214 D Class A Preferred Stock $ 0 ( 1 ) 06/11/2009 F 1,437 ( 1 ) ( 2 ) Common Stock 1,437 $ 18.15 36,997.5214 D Class A Preferred Stock $ 0 ( 1 ) 06/11/2009 S( 3 ) 9,160 ( 1 ) ( 2 ) Common Stock 9,160 $ 18.15 27,837.5214 D Stock Option (Right to Buy) $ 13.5166 06/11/2009 M 12,300 03/31/2006( 4 ) 03/30/2010 Class A Preferred Stock 12,300 $ 0 55,996 D Class A Preferred Stock $ 0 ( 1 ) 06/12/2009 M 31,750 ( 1 ) ( 2 ) Common Stock 31,750 $ 14.64 59,587.5214 D Class A Preferred Stock $ 0 ( 1 ) 06/12/2009 F 2,725 ( 1 ) ( 2 ) Common Stock 2,725 $ 18.02 56,862.5214 D Class A Preferred Stock $ 0 ( 1 ) 06/12/2009 S( 3 ) 25,794 ( 1 ) ( 2 ) Common Stock 25,794 $ 18.02 31,068.5214 D Stock Option (Right to Buy) $ 14.64 06/12/2009 M 31,750 03/21/2007( 4 ) 03/20/2011 Class A Preferred Stock 31,750 $ 0 88,250 D Class A Preferred Stock ( 1 ) ( 1 ) ( 2 ) Common Stock 72,514 72,514 I By Key Executive Stock Deferral Plan Class A Preferred Stock ( 1 ) ( 1 ) ( 2 ) Common Stock 3,016.6711 3,016.6711 I By SAIC Retirement Plan

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prior Lawrence B III 1710 SAIC DRIVE MCLEAN, VA22102 Chief Operating Officer Signatures N. Walker, Attorney-in-fact 06/12/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A Preferred Stock is convertible into Common Stock on a 1 for 1 basis. ( 2 )Class A Preferred Stock has no expiration date. ( 3 )Transaction involved non-exempt surrender of shares to SAIC, Inc. to pay exercise price for option exercise. ( 4 )The option is exercisable according to the following annual vesting schedule: 20% in years 1, 2 and 3, and 40% in year 4. The date exercisable set forth above is the first anniversary of the date of grant of each option and represents the date on which the option first became exercisable with respect to 20% of the underlying shares in accordance with the aforementioned vesting schedule.

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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