MARTEN TRANSPORT LTD — Director's Dealing 2012

Mar 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2012-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock	A	5.6	—	Acquired	5017893	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on March 19, 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 and (iii) 6,403 shares that the reporting person has deferred under the Issuer's deferred compensation plan.