MARTEN TRANSPORT LTD — Director's Dealing 2015

Jul 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2015-06-30

Reporting Person: Hinnendael James J (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock	A	10.86	—	Acquired	26387.8	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on June 30, 2015.

F2: Includes: (i) 1,175 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2019; (ii) 960 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2018, (iii) 1,080 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2017, (iv) 360 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015, (v) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2016 and (vi) 9,439.80 shares that the reporting person has deferred under the Issuer's deferred compensation plan.