MARTEN TRANSPORT LTD — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2014-05-06

Reporting Person: KOHL TIMOTHY M (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	A	2175	—	Acquired	60957.34	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) 2,175 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 2,610 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2017, (iii) 975 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014, (iv) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2015, (v) 1,912 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 14,989.34 shares that the reporting person has deferred under the Issuer's deferred compensation plan.