MARTEN TRANSPORT LTD — Director's Dealing 2018

Oct 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2018-09-28

Reporting Person: Hinnendael James J (Ex. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-28	Common Stock	A	28	—	Acquired	79917.95	Direct

Footnotes

F1: Represents dividend equivalent rights that accrued on September 28, 2018.

F2: Includes: (i) 3,550 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2022; (ii) 6,334 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2021; (iii) 1,175 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2020; (iv) 783 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2019; (v) 400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 and (vi) 23,605.95 shares that the reporting person has deferred under the Issuer's deferred compensation plan.