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MARTEN TRANSPORT LTD Director's Dealing 2018

May 10, 2018

32347_dirs_2018-05-10_4dd8abcd-fc6b-4ab2-bcf6-06b7d5235bf0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2018-05-08

Reporting Person: Hinnendael James J (Executive Vice President & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-05-08 Common Stock A 3550 Acquired 79864.84 Direct

Footnotes

F1: These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 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) 23,552.84 shares that the reporting person has deferred under the Issuer's deferred compensation plan.