SEC Form 4 · accession 0001562180-19-000890
SAIA INC · SAIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederick J Holzgrefe III
Officer — Executive VP, CFO & Secretary
Period of report
Feb 7, 2019
Accepted (ET)
Feb 11, 2019 · 7:06 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, 2019 | A | 3,748 | $66.03 | A | 37,413 | D | |
| Common StockF2 | Feb 7, 2019 | A | 16,088 | $0.00 | A | 53,501 | D | |
| Common StockF3 | Feb 7, 2019 | F | 6,240 | $66.03 | D | 47,261 | 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) | $66.03 | Feb 7, 2019 | A | 11,430 | A | Feb 7, 2022 | Feb 7, 2026 | Common Stock | 11,430 | 11,430 | D |
| Phantom StockF4,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 2,562 | 2,562 | D |
| Stock Options (Right to Buy) | $27.45 | holding | — | — | — | Feb 8, 2019 | Feb 8, 2023 | Common Stock | 23,260 | 23,260 | D |
| Stock Options (Right to Buy) | $46.35 | holding | — | — | — | Feb 7, 2020 | Feb 7, 2024 | Common Stock | 6,190 | 6,190 | D |
| Stock Options (Right to Buy) | $73.35 | holding | — | — | — | Feb 6, 2021 | Feb 6, 2025 | Common Stock | 8,120 | 8,120 | 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 1/1/16-12/31/18 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 1/1/16-12/31/18 performance period.
- F4The conversion rate of this derivative security on February 7, 2019 is 1.1913 resulting in 3,052.59 shares of common stock (underlying security in column 7).
- F5Immediate
- F6The 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.