MARTEN TRANSPORT LTD — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2016-05-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	A	2800	—	Acquired	7290830.8	Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2016.

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.