MARTEN TRANSPORT LTD — Director's Dealing 2019

Feb 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2019-02-05

Reporting Person: MARTEN RANDOLPH L (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-05	Common Stock	S	44959	$19.1963	Disposed	11813399.26	Direct
2019-02-06	Common Stock	S	5187	$19.0294	Disposed	11808212.26	Direct
2019-02-07	Common Stock	S	39857	$18.8137	Disposed	11768355.26	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.15 to $19.26, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

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) 57,923.26 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.1275, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.69 to $19.065, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.