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MARTEN TRANSPORT LTD Director's Dealing 2016

May 25, 2016

32347_dirs_2016-05-25_e0d18518-22c3-4c12-8fab-dc204663b653.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: 2016-05-23

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
2016-05-23 Common Stock S 6910 $19.2502 Disposed 7283920.8 Direct
2016-05-24 Common Stock S 33090 $19.2766 Disposed 7250830.8 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 $19.25 to $19.28, 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) 2,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2020; (ii) 2,280 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2019; (iii) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2018, (iv) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2017, (v) 803 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 and (vi) 29,725.80 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.25 to $19.335, 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 (3) to this Form 4.