MARTEN TRANSPORT LTD — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2016-02-04

Reporting Person: NASH TIMOTHY P (Ex. VP of Sales and Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	M	22500	$15.727	Acquired	48303.31	Direct
2016-02-04	Common Stock	S	22500	$17.6064	Disposed	25803.31	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Employee Stock Option (right to buy)	$15.727	M	22500	Disposed	2016-03-01	Common Stock (22500)	Direct

Footnotes

F1: Includes: (i) 1,450 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2019; (ii) 1,240 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2018, (iii) 1,395 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2017, (iv) 450 shares granted under a Performance Unit Award Agreement that vest 12/31/2015, (v) 855 shares granted under a Performance Unit Award Agreement that vest on 12/31/2015 through 12/31/2016 and (vi) 11,823.31 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.50 to $17.65, 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 (2) to this Form 4.

F3: This option has fully vested.