MARTEN TRANSPORT LTD — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-03-14

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
2017-03-14	Common Stock	A	274	—	Acquired	7151211.32	Direct
2017-03-14	Common Stock	F	536	$23.7	Disposed	7150675.32	Direct

Footnotes

F1: Of these shares and shares previously reported that vest based on service, 1,853 shares have been deferred under the Issuer's deferred compensation plan.

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) 31,685.32 shares that the reporting person has deferred under the Issuer's deferred compensation plan.