MARTEN TRANSPORT LTD — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2013-03-29

Reporting Person: KOHL TIMOTHY M (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-29	Common Stock	A	8.82	—	Acquired	33193.53	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on March 29, 2013.

F2: Includes: (i) 1,300 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2014, (ii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2015, (iii) 1,700 shares granted under a Performance Unit Award Agreement that vest on 12/31/2013 through 12/31/2016 and (iv) 7,108.53 shares that the reporting person has deferred under the Issuer's deferred compensation plan.