MARTEN TRANSPORT LTD — Director's Dealing 2013

Jun 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2013-05-31

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
2013-05-31	Common Stock	A	15.57	—	Acquired	7542536.69	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on May 31, 2013 and has been adjusted for the stock dividend referred to in Footnote (3) below.

F2: 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) 14,957.69 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F3: On May 13, 2013, Marten declared a stock dividend, payable to all holders of record of common stock on May 28, 2013, of one-half additional share of common stock for each one share of common stock outstanding.