MARTEN TRANSPORT LTD — Director's Dealing 2011

Dec 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2011-12-19

Reporting Person: NASH TIMOTHY P (Exec. VP of Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock	A	1.32	—	Acquired	5177.7	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on December 19, 2011.

F2: Includes: (i) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2011 through 12/31/2014; (ii) 1,500 shares granted under a Performance Unit Award Agreement that vest on 12/31/2011 through 12/31/2015 and (iii) 1,173.70 shares that the reporting person has deferred under the Issuer's deferred compensation plan.