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: KOHL TIMOTHY M (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-05	Common Stock	A	2517	—	Acquired	205777.31	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) 2,517 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2024; (ii) 4,520 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2023; (iii) 3,210 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2022; (iv) 5,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2021; (v) 692 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020; and (vi) 66,910.31 shares that the reporting person has deferred under the Issuer's deferred compensation plan.