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MARTEN TRANSPORT LTD Director's Dealing 2015

May 27, 2015

32347_dirs_2015-05-27_b92a0687-a8b9-4dfe-98aa-8b2832b2ab8c.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: 2015-05-26

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-26 Common Stock A 1450 Acquired 25754.94 Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2015.

F2: Includes: (i) 1,450 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2019; (ii) 1,240 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2018, (iii) 1,395 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2017, (iv) 450 shares granted under a Performance Unit Award Agreement that vest 12/31/2015, (v) 855 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2016 and (vi) 11,774.94 shares that the reporting person has deferred under the Issuer's deferred compensation plan.