MARTEN TRANSPORT LTD — Director's Dealing 2017

Oct 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-09-29

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
2017-09-29	Common Stock	A	64.37	—	Acquired	11851126.77	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on September 29, 2017.

F2: On June 15, 2017, Marten declared a stock split effected in the form of a stock dividend, payable on July 7, 2017 to all holders of record of common stock on June 26, 2017, of two-thirds additional share of common stock for each one share of common stock outstanding.

F3: Includes: (i) 17,333 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2021; (ii) 3,733 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2020; (iii) 2,850 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2019; (iv) 2,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2018, (v) 1,500 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 and (vi) 52,977.77 shares that the reporting person has deferred under the Issuer's deferred compensation plan.