MARTEN TRANSPORT LTD — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2016-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	M	1200	$12.413	Acquired	25912.71	Direct
2016-05-24	Common Stock	S	1200	$19.3	Disposed	24712.71	Direct
2016-05-25	Common Stock	M	1200	$12.413	Acquired	25912.71	Direct
2016-05-25	Common Stock	S	1200	$19.5	Disposed	24712.71	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-24	Employee Stock Option (right to buy)	$12.413	M	1200	Disposed	2017-01-01	Common Stock (1200)	Direct
2016-05-25	Employee Stock Option (right to buy)	$12.413	M	1200	Disposed	2017-01-01	Common Stock (1200)	Direct

Footnotes

F1: Includes: (i) 1,150 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2020; (ii) 940 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2019; (iii) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2018, (iv) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2017, (v) 344 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 and (vi) 11,990.71 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.