MARTEN TRANSPORT LTD — Director's Dealing 2012

Dec 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2012-12-26

Reporting Person: KOHL TIMOTHY M (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	A	6.24	—	Acquired	29752.57	Direct
2012-12-26	Common Stock	A	187.14	—	Acquired	29939.71	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on December 26, 2012.

F2: Includes: (i) 1,950 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2014, (ii) 1,600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2015, (iii) 2,125 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2016 and (iv) 4,739.71 shares that the reporting person has deferred under the Issuer's deferred compensation plan.