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MARTEN TRANSPORT LTD Director's Dealing 2013

Oct 22, 2013

32347_dirs_2013-10-22_afdfa771-dfad-4ff8-a46c-9e9326a38d24.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: 2013-10-18

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
2013-10-18 Common Stock S 24011 $17.03 Disposed 7462918.14 Direct
2013-10-21 Common Stock S 23575 $17.03 Disposed 7439343.14 Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.09, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.09, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

F3: Includes: (i) 4,500 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2017, (ii) 2,700 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2014, (iii) 2,700 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2015, (iv) 3,210 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2016 and (v) 14,979.14 shares that the reporting person has deferred under the Issuer's deferred compensation plan.