MARTEN TRANSPORT LTD — Director's Dealing 2017

Jul 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-06-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Common Stok	A	28.94	—	Acquired	7110638.04	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on June 30, 2017.

F2: Includes: (i) 10,400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2021; (ii) 2,240 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2020; (iii) 1,710 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2019; (iv) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2018, (v) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 and (vi) 31,748.04 shares that the reporting person has deferred under the Issuer's deferred compensation plan.