MARTEN TRANSPORT LTD — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2012-05-25

Reporting Person: TURNER JOHN H (Vice President of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	A	3.13	—	Acquired	7513.34	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on May 25, 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) 1,150 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2016 and (iv) 2,564.34 shares that the reporting person has deferred under the Issuer's deferred compensation plan.