MARTEN TRANSPORT LTD — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2017-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	5750	$11.04	Acquired	30505.68	Direct
2017-03-01	Common Stock	S	3500	$25	Disposed	27005.68	Direct
2017-03-01	Common Stock	S	2250	$25.35	Disposed	24755.68	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Employee Stock Option (right to buy)	$11.04	M	5750	Disposed	2017-08-13	Common Stock (5750)	Direct

Footnotes

F1: Includes: (i) 1,150 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2020; (ii) 940 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2019; (iii) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2018, (iv) 705 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 through 12/31/2017, (v) 344 shares granted under a Performance Unit Award Agreement that vest on 12/31/2016 and (vi) 12,033.68 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: This option has fully vested.