SEC Form 4 · accession 0001127602-15-004535
SAIA INC · SAIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Odell
Officer — President & CEO of Saia
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 4:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001177702
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 3, 2015 | A | 45,630 | $0.00 | A | 107,524 | D | |
| Common StockF2 | Feb 3, 2015 | F | 21,913 | $43.01 | D | 85,611 | D | |
| Common StockF3 | Feb 4, 2015 | S | 55,889 | $42.337 | D | 29,722 | D | |
| Common StockF4 | Feb 3, 2015 | F | 5,449 | $43.01 | D | 24,273 | D | |
| Common Stock | Feb 4, 2015 | M | 52,950 | $11.00 | A | 77,223 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $43.01 | Feb 3, 2015 | A | 41,950 | A | Feb 3, 2018 | Feb 3, 2022 | Common Stock | 41,950 | 41,950 | D |
| Stock Options (Right to Buy) | $11.00 | Feb 4, 2015 | M | 52,950 | D | Feb 2, 2015 | Feb 2, 2019 | Common Stock | 52,950 | 0 | D |
| Phantom StockF5,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 43,071 | 43,071 | D |
| Stock Options (Right to Buy) | $27.28 | holding | — | — | — | Apr 30, 2016 | Apr 29, 2020 | Common Stock | 45,885 | 45,885 | D |
| Stock Options (Right to Buy) | $31.50 | holding | — | — | — | Feb 4, 2017 | Feb 3, 2021 | Common Stock | 39,600 | 39,600 | D |
Explanation of responses
- F1Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 1/1/12-12/31/14 performance period.
- F2Shares 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 1/1/12-12/31/14 performance period.
- F3The prices reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.61, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F4Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2012.
- F5The conversion rate of this derivative security on February 3, 2015 is 1.2031 resulting in 51,818.09 shares of common stock (underlying security in column 7).
- F6Immediate
- F7The shares of phantom stock become payable in the Company's stock upon the reporting person's termination of service as an employee, in accordance with the terms of the Plan.