MARTEN TRANSPORT LTD — Director's Dealing 2011

Aug 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2011-08-16

Reporting Person: Hinnendael James J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-16	Common Stock	A	1200	—	Acquired	4512.86	Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2011.

F2: Includes: (i) 1,440 shares granted under a Performance Unit Award Agreement that vest on 12/31/2011 through 12/31/2014; (ii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2011 through 12/31/2015 and (iii) 936 shares that the reporting person has deferred under the Issuer's deferred compensation plan.