MARTEN TRANSPORT LTD — Director's Dealing 2016

Mar 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2016-03-29

Reporting Person: Hinnendael James J (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-29	Common Stock	A	16.61	—	Acquired	35156.27	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on March 29, 2016.

F2: Includes: (i) 940 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2019; (ii) 720 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2018, (iii) 720 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2017, (iv) 352 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 and (v) 12,068.27 shares that the reporting person has deferred under the Issuer's deferred compensation plan.