MARTEN TRANSPORT LTD — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2012-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	A	3300	—	Acquired	8477.7	Direct
2012-02-28	Common Stock	F	636	$21.31	Disposed	7841.7	Direct

Footnotes

F1: Includes 1,650 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

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 and (iii) 3,198.70 shares that the reporting person has deferred under the Issuer's deferred compensation plan.