MARTEN TRANSPORT LTD — Director's Dealing 2017

Jun 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-06-02

Reporting Person: TURNER JOHN H (Senior Vice President of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-02	Common Stock	M	1000	$11.04	Acquired	30331.31	Direct
2017-06-02	Common Stock	S	1000	$25.54	Disposed	29331.31	Direct
2017-06-06	Common Stock	M	3000	$11.04	Acquired	32331.31	Direct
2017-06-06	Common Stock	S	3000	$25.6	Disposed	29331.31	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-02	Employee Stock Option (right to buy)	$11.04	M	1000	Disposed	2017-08-13	Common Stock (1000)	Direct
2017-06-06	Employee Stock Option (right to buy)	$11.04	M	3000	Disposed	2017-08-13	Common Stock (3000)	Direct

Footnotes

F1: Includes: (i) 4,450 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2021; (ii) 920 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2020; (iii) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2019; (iv) 470 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2018, (v) 352 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 and (vi) 12,801.31 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.