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MARTEN TRANSPORT LTD Director's Dealing 2012

Dec 27, 2012

32347_dirs_2012-12-27_fbb784d6-25d7-4ed9-9007-652841ee7584.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-12-26 Common Stock A 4.4 Acquired 9282.38 Direct
2012-12-26 Common Stock A 132.13 Acquired 9414.51 Direct

Footnotes

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

F2: Includes: (i) 1,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2014, (ii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2015, (iii) 1,425 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2016 and (iv) 3,346.51 shares that the reporting person has deferred under the Issuer's deferred compensation plan.