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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-29	Common Stock	M	10466	$13.512	Acquired	80433.12	Direct
2020-04-29	Common Stock	S	12360	$23	Disposed	68073.12	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	10466	Disposed	2022-05-12	Common Stock (10466)	Direct

Footnotes

F1: Includes: (i) 2,680 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2023; (ii) 1,770 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2022; (iii) 2,966 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2021; (iv) 383 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020; and (v) 37,462.12 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

F2: All shares are vested except for 5,567 shares that will vest on May 12, 2020.