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MARTEN TRANSPORT LTD Director's Dealing 2017

Jun 7, 2017

32347_dirs_2017-06-07_2d7ba316-f2ae-4f34-8b4b-580c1e985902.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-06-05

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
2017-06-05 Common Stock S 28100 $25.54 Disposed 7133009.1 Direct
2017-06-06 Common Stock S 21900 $25.47 Disposed 7111109.1 Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.40 to $25.70, 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 (1) to this Form 4.

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) 31,719.10 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.225 to $25.80, 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 (3) to this Form 4.