| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAIA INC [ SAIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/05/2024 | A | 1,206(1) | A | $0.00 | 8,193 | D | |||
| Common Stock | 02/05/2024 | F | 360(2) | D | $531.75 | 7,833 | D | |||
| Common Stock | 02/06/2024 | A | 289(3) | A | $0.00 | 8,122 | D | |||
| Common Stock | 02/06/2024 | M | 1,440 | A | $73.35 | 9,562 | D | |||
| Common Stock | 02/06/2024 | M | 1,000 | A | $66.03 | 10,562 | D | |||
| Common Stock | 02/06/2024 | M | 790 | A | $66.03 | 11,352 | D | |||
| Common Stock | 02/06/2024 | S | 945 | D | $537.04 | 10,407 | D | |||
| Common Stock | 02/06/2024 | S | 430 | D | $536.3428 | 9,977 | D | |||
| Common Stock | 02/06/2024 | S | 504 | D | $536.9869(4) | 9,473 | D | |||
| Common Stock | 02/06/2024 | S | 55 | D | $535.5304(5) | 9,418 | D | |||
| Common Stock | 02/06/2024 | S | 936 | D | $535.9892(6) | 8,482 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $73.35 | 02/06/2024 | M | 1,440 | 02/06/2021 | 02/06/2025 | Common Stock | 1,440 | $0.00 | 0.00 | D | ||||
| Stock Options (Right to Buy) | $66.03 | 02/06/2024 | M | 1,000 | 02/07/2022 | 02/07/2026 | Common Stock | 1,000 | $0.00 | 790 | D | ||||
| Stock Options (Right to buy) | $66.03 | 02/06/2024 | M | 790 | 02/07/2022 | 02/07/2026 | Common Stock | 790 | $66.03 | 0.00 | D | ||||
| Phantom Stock | (7) | (8) | (9) | Common Stock | 6,538.556 | 6,538.556 | D | ||||||||
| Stock Options (Right to Buy) | $277.86 | (10) | 02/07/2029 | Common Stock | 540 | 540 | D | ||||||||
| Stock Options (Right to buy) | $200.81 | (10) | 02/11/2028 | Common Stock | 760 | 760 | D | ||||||||
| Stock Options (Right to buy) | $100.2 | (10) | 02/06/2027 | Common Stock | 1,480 | 1,480 | D | ||||||||
| Explanation of Responses: |
| 1. Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/21-12/31/23 performance period. |
| 2. Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/21-12/31/23 performance period. |
| 3. Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date. |
| 4. This transaction was executed in multiple trades at prices ranging from $536.82 USD to $537.04 USD; the price reported above reflects the weighted average sale price. |
| 5. This transaction was executed in multiple trades at prices ranging from $535.5304 USD to $535.5304 USD; the price reported above reflects the weighted average sale price. |
| 6. This transaction was executed in multiple trades at prices ranging from $535.70 USD to $536.51 USD; the price reported above reflects the weighted average sale price. |
| 7. The conversion rate of this derivative security on February 5, 2024 is 1.1252 resulting in 7,357.148 shares of common stock (underlying security in column 7). |
| 8. Immediate |
| 9. 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. |
| 10. Stock Options granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the award vests each year on the anniversary of the grant date. |
| Remarks: |
| /s/ Kelly W. Benton | 02/07/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||