MARTEN TRANSPORT LTD — Director's Dealing 2015

Apr 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2015-04-21

Reporting Person: TURNER JOHN H (Senior Vice President of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-21	Common Stock	M	3800	$11.68	Acquired	22445.66	Direct
2015-04-21	Common Stock	S	2644	$24.5	Disposed	19801.66	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-21	Employee Stock Option (right to buy)	$11.68	M	3800	Disposed	2015-05-06	Common Stock (3800)	Direct

Footnotes

F1: Includes: (i) 940 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2018, (ii) 1,057 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2017, (iii) 360 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015, (iv) 690 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2016 and (v) 9,384.66 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.