MARTEN TRANSPORT LTD — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2014-06-06

Reporting Person: TURNER JOHN H (Sr. Vice President of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-06	Common Stock	M	1211	$11.68	Acquired	20150.73	Direct
2014-06-06	Common Stock	S	1211	$25	Disposed	18939.73	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-06	Stock Option (right to buy)	$11.68	M	1211	Disposed	2015-05-06	Common Stock (1211)	Direct

Footnotes

F1: Includes: (i) 1,175 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 1,410 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) 1,035 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 8,427.73 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.