MARTEN TRANSPORT LTD — Director's Dealing 2020

May 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2020-05-05

Reporting Person: TURNER JOHN H (Exec. VP of Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-05	Common Stock	A	1655	—	Acquired	69728.12	Direct
2020-05-06	Common Stock	M	4260	$13.512	Acquired	73988.12	Direct
2020-05-06	Common Stock	S	4260	$25.1742	Disposed	69728.12	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-06	Stock Option (right to buy)	$13.512	M	4260	Disposed	2022-05-12	Common Stock (4260)	Direct

Footnotes

F1: These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2020.

F2: Includes: (i) 1,655 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2024; (ii) 2,680 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2023; (iii) 1,770 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2022; (iv) 2,966 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2021; (v) 383 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020; and (vi) 37,462.12 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 $25.145 to $25.185, 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: All shares are vested except for 5,567 shares that will vest on May 12, 2020.