MARTEN TRANSPORT LTD — Director's Dealing 2019

May 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2019-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-07	Common Stock	A	3350	—	Acquired	65892.33	Direct

Footnotes

F1: These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2019.

F2: Includes: (i) 3,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2023; (ii) 2,360 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2022; (iii) 4,450 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2021; (iv) 766 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2020; (v) 391 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019; and (vi) 32,117.33 shares that the reporting person has deferred under the Issuer's deferred compensation plan.