MARTEN TRANSPORT LTD — Director's Dealing 2014

Dec 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2014-11-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-26	Common Stock	M	8000	$11.68	Acquired	31698.28	Direct
2014-11-26	Common Stock	S	7000	$21	Disposed	24698.28	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-26	Stock Option (right to buy)	$11.68	M	8000	Disposed	2015-05-06	Common Stock (8000)	Direct

Footnotes

F1: Includes: (i) 1,550 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 1,860 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2017, (iii) 675 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014, (iv) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2015, (v) 1,283 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 10,586.28 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.