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MARTEN TRANSPORT LTD Director's Dealing 2013

May 7, 2013

32347_dirs_2013-05-07_c39ad556-b4dc-431c-896c-8bb772159aa7.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: 2013-05-03

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-03 Common Stock A 1550 Acquired 12745.72 Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2013.

F2: Includes: (i) 1,550 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2017, (ii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2014, (iii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2015, (iv) 1,140 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2016 and (v) 5,008.72 shares that the reporting person has deferred under the Issuer's deferred compensation plan.