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MARTEN TRANSPORT LTD Director's Dealing 2012

Sep 5, 2012

32347_dirs_2012-09-05_e56a6b5e-76d9-4888-a6aa-644c06c3e72d.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: 2012-09-04

Reporting Person: Hinnendael James J (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-09-04 Common Stock A 3.66 Acquired 8339 Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on September 4, 2012.

F2: Includes: (i) 1,080 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2014, (ii) 960 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2015, (iii) 1,175 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2016 and (iv) 2,568 shares that the reporting person has deferred under the Issuer's deferred compensation plan.