Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HOLZGREFE FREDERICK J III
  2. Issuer Name and Ticker or Trading Symbol
SAIA INC [SAIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
11465 JOHNS CREEK PARKWAY, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019
(Street)

JOHNS CREEK, GA 30097
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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 02/11/2019   F(1)   2,065 D $ 65.41 45,196 D  
Common Stock 02/11/2019   S   10,932 D $ 64.416 34,264 D  
Common Stock 02/12/2019   M   23,260 A $ 27.45 57,524 D  
Common Stock 02/12/2019   S   23,260 D $ 67.511 34,264 D  
Common Stock 02/12/2019   S   2,488 D $ 67.678 31,776 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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 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
Phantom Stock (2) 02/12/2019   I   743.694     (3)   (4) Common Stock 743.694 $ 0 3,306.048 D  
Stock Options (Right to Buy) $ 27.45 02/12/2019   M     23,260 02/09/2019 02/09/2023 Common Stock 23,260 $ 0 0 D  
Stock Options (Right to Buy) $ 73.35             02/06/2021 02/06/2025 Common Stock 8,120   8,120 D  
Stock Options (Right to Buy) $ 66.03             02/07/2022 02/07/2026 Common Stock 11,430   11,430 D  
Stock Options (Right to Buy) $ 46.35             02/07/2020 02/07/2024 Common Stock 6,190   6,190 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOLZGREFE FREDERICK J III
11465 JOHNS CREEK PARKWAY
SUITE 400
JOHNS CREEK, GA 30097
      President & COO  

Signatures

 /s/ Stephanie R. Maschmeier   02/13/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2016.
(2) The conversion rate of this derivative security on February 12, 2019 is 1.1741 resulting in 3,881.763 shares of common stock (underlying security in column 7).
(3) Immediate
(4) 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.

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