MARTEN TRANSPORT LTD — Director's Dealing 2018

May 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2018-05-08	Common Stock	A	7250	—	Acquired	11858639.21	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) 7,250 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2022; (ii) 13,865 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2021; (iii) 2,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2020; (iv) 1,900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2019; (v) 1,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 and (vi) 57,704.21 shares that the reporting person has deferred under the Issuer's deferred compensation plan.