MARTEN TRANSPORT LTD — Director's Dealing 2018

Mar 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2018-03-07

Reporting Person: MARTEN RANDOLPH L (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-07	Common Stock	A	1345	—	Acquired	11852537.01	Direct
2018-03-07	Common Stock	F	1211	$21.85	Disposed	11851326.01	Direct

Footnotes

F1: Of these shares and shares previously reported that vest based on service, 4,598 shares have been deferred under the Issuer's deferred compensation plan.

F2: Includes: (i) 13,865 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2021; (ii) 2,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2020; (iii) 1,900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 through 12/31/2019; (iv) 1,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2018 and (v) 57,641.01 shares that the reporting person has deferred under the Issuer's deferred compensation plan.