MARTEN TRANSPORT LTD — Director's Dealing 2013

Dec 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2013-12-30

Reporting Person: Hinnendael James J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common Stock	A	7.61	—	Acquired	17257.86	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on December 30, 2013.

F2: Includes: (i) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2017, (ii) 1,080 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2014, (iii) 1,080 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2015, (iv) 1,410 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2016 and (v) 6,049.86 shares that the reporting person has deferred under the Issuer's deferred compensation plan.