MARTEN TRANSPORT LTD — Director's Dealing 2020

May 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2020-04-29

Reporting Person: KOHL TIMOTHY M (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-29	Common Stock	M	25414	$13.512	Acquired	228674.31	Direct
2020-04-29	Common Stock	S	25414	$22.9375	Disposed	203260.31	Direct
2020-05-01	Common Stock	M	14586	$13.512	Acquired	217846.31	Direct
2020-05-01	Common Stock	S	14586	$23.1715	Disposed	203260.31	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-29	Stock Option (right to buy)	$13.512	M	25414	Disposed	2022-05-12	Common Stock (25414)	Direct
2020-05-01	Stock Option (right to buy)	$13.512	M	14586	Disposed	2022-05-12	Common Stock (14586)	Direct

Footnotes

F1: Includes: (i) 4,520 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2023; (ii) 3,210 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2022; (iii) 5,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2021; (iv) 692 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020; and (v) 66,910.31 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.76 to $23.19, 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 (2) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.135 to $23.20, 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 10,000 shares that will vest on May 12, 2020.