MARTEN TRANSPORT LTD — Director's Dealing 2017

Apr 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-03-31

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
2017-03-31	Common Stock	A	33.78	—	Acquired	7150709.1	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on March 31, 2017.

F2: Includes: (i) 2,240 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2020; (ii) 1,710 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2019; (iii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2018, (iv) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 and (v) 31,719.10 shares that the reporting person has deferred under the Issuer's deferred compensation plan.