MARTEN TRANSPORT LTD — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2019-02-26

Reporting Person: Hinnendael James J (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-26	Common Stock	A	14866	—	Acquired	94820.24	Direct
2019-02-26	Common Stock	F	4513	$19	Disposed	90307.24	Direct

Footnotes

F1: Of these shares and shares previously reported that vest based on service, 9,171 shares have been deferred under the Issuer's deferred compensation plan.

F2: Includes: (i) 2,840 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2022; (ii) 4,750 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2021; (iii) 783 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019 through 12/31/2020; (iv) 392 shares granted under a Performance Unit Award Agreement that vest on 12/31/2019; and (v) 32,813.24 shares that the reporting person has deferred under the Issuer's deferred compensation plan.