MARTEN TRANSPORT LTD — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2016-03-01

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
2016-03-01	Common Stock	A	8828	—	Acquired	7349861.89	Direct
2016-03-01	Common Stock	F	1872	$16.55	Disposed	7347989.89	Direct

Footnotes

F1: Includes 6,300 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: Includes: (i) 2,280 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2019; (ii) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2018, (iii) 1,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2017, (iv) 803 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 and (v) 29,684.89 shares that the reporting person has deferred under the Issuer's deferred compensation plan.