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MARTEN TRANSPORT LTD Director's Dealing 2017

May 11, 2017

32347_dirs_2017-05-11_df206444-1f64-4592-9057-c4a2e0914094.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: 2017-05-09

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
2017-05-09 Common Stock A 10400 Acquired 7161109.1 Direct

Footnotes

F1: The shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 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) 31,719.10 shares that the reporting person has deferred under the Issuer's deferred compensation plan.