SEC Form 4 · accession 0001562180-17-000597
SAIA INC · SAIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark H Robinson
Officer — Vice President of IT
Period of report
Feb 7, 2017
Accepted (ET)
Feb 9, 2017 · 4:07 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 7, 2017 | A | 1,217 | $0.00 | A | 8,036 | D | |
| Common StockF2 | Feb 7, 2017 | A | 2,248 | $0.00 | A | 10,284 | D | |
| Common StockF3 | Feb 7, 2017 | F | 750 | $46.35 | D | 9,534 | D | |
| Common StockF4 | Feb 7, 2017 | F | 2,275 | $46.35 | D | 7,259 | 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) | $46.35 | Feb 7, 2017 | A | 3,090 | A | Feb 7, 2020 | Feb 7, 2024 | Common Stock | 3,090 | 3,090 | D |
| Phantom StockF5,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 13,486 | 13,486 | D |
| Stock Options (Right to Buy) | $31.50 | holding | — | — | — | Feb 4, 2017 | Feb 3, 2021 | Common Stock | 6,570 | 6,570 | D |
| Stock Options (Right to Buy) | $43.01 | holding | — | — | — | Feb 3, 2018 | Feb 3, 2022 | Common Stock | 6,410 | 6,410 | D |
| Stock Options (Right to Buy) | $27.45 | holding | — | — | — | Feb 8, 2019 | Feb 8, 2023 | Common Stock | 11,600 | 11,600 | D |
Explanation of responses
- F1Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. The restricted stock award cliff vests in year three.
- F2Issuance of Performance Unit Awards under the 2011 Omnibus Incentive Plan for the 1/1/14-12/31/16 performance period.
- F3Shares 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 1/1/14-12/31/16 performance period.
- 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 7, 2017 is 1.2036 resulting in 16,231.47 shares of common stock (underlying security in column 7).
- F6Immediate
- F7The 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.