MARTEN TRANSPORT LTD — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-05-09

Reporting Person: TURNER JOHN H (Senior VP of Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	A	4450	—	Acquired	29331.31	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) 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.