MARTEN TRANSPORT LTD — Director's Dealing 2014

Dec 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2014-12-30

Reporting Person: Hinnendael James J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-30	Common Stock	A	9.6	—	Acquired	21691.79	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on December 30, 2014.

F2: Includes: (i) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 1,440 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2017, (iii) 540 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014, (iv) 720 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2015, (v) 1,058 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 8,492.79 shares that the reporting person has deferred under the Issuer's deferred compensation plan.