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MARTEN TRANSPORT LTD Director's Dealing 2012

May 3, 2012

32347_dirs_2012-05-03_424e6eae-0fb0-461f-95b8-8da3691d6db3.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: 2012-05-01

Reporting Person: MARTEN RANDOLPH L (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-01 Common Stock A 2675 Acquired 5020568 Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2012.

F2: Includes: (i) 2,700 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2014, (ii) 2,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2015, (iii) 2,675 shares granted under a Performance Unit Award Agreement that vest on 12/31/2012 through 12/31/2016 and (iv) 6,403 shares that the reporting person has deferred under the Issuer's deferred compensation plan.