MARTEN TRANSPORT LTD — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2015-05-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-12	Stock Option (right to buy)	$22.52	A	40600	Acquired	2022-05-11	Common Stock (40600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7338088.23	Direct

Footnotes

F1: Includes: (i) 2,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2018, (ii) 2,700 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2017, (iii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015, (iv) 1,605 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2016 and (v) 23,289.23 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option becomes exercisable in equal installments on each of the first five anniversaries from the date of grant.