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MARTEN TRANSPORT LTD Director's Dealing 2014

May 8, 2014

32347_dirs_2014-05-08_a8bdc52b-19b4-46a5-bed9-eea323b699be.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: 2014-05-06

Reporting Person: MARTEN RANDOLPH L (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-06 Common Stock A 3000 Acquired 7325212.65 Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2014.

F2: Includes: (i) 3,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 3,600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2017, (iii) 1,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014, (iv) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2015, (v) 2,408 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 20,911.65 shares that the reporting person has deferred under the Issuer's deferred compensation plan.