MARTEN TRANSPORT LTD — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2015-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-24	Common Stock	M	35700	$11.68	Acquired	7360989.16	Direct
2015-02-24	Common Stock	S	22926	$23.25	Disposed	7338063.16	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-24	Stock Option (right to buy)	$11.68	M	35700	Disposed	2015-05-06	Common Stock (35700)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.15 to $23.35, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Includes: (i) 3,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2018, (ii) 3,600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2017, (iii) 1,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014, (iv) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2015, (v) 2,408 shares granted under a Performance Unit Award Agreement that vest on 12/31/2014 through 12/31/2016 and (vi) 20,988.16 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F3: This option has fully vested.