MARTEN TRANSPORT LTD — Director's Dealing 2020

Apr 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2020-04-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-28	Common Stock	M	23600	$13.512	Acquired	11825199.74	Direct
2020-04-28	Common Stock	S	17703	$23.244	Disposed	11807496.74	Direct
2020-04-29	Common Stock	M	19500	$13.512	Acquired	11826996.74	Direct
2020-04-29	Common Stock	S	14625	$23.0592	Disposed	11812371.74	Direct
2020-04-30	Common Stock	M	1030	$13.512	Acquired	11813401.74	Direct
2020-04-30	Common Stock	S	772	$23	Disposed	11812629.74	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-28	Stock Option (right to buy)	$13.512	M	23600	Disposed	2022-05-12	Common Stock (23600)	Direct
2020-04-29	Stock Option (right to buy)	$13.512	M	19500	Disposed	2022-05-12	Common Stock (19500)	Direct
2020-04-30	Stock Option (right to buy)	$13.512	M	1030	Disposed	2022-05-12	Common Stock (1030)	Direct

Footnotes

F1: Includes: (i) 6,080 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2023; (ii) 4,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2022; (iii) 6,932 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020 through 12/31/2021; (iv) 933 shares granted under a Performance Unit Award Agreement that vest on 12/31/2020; and (v) 91,779.74 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 $23.00 to $23.93, 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 $23.00 to $23.26, 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 (3) to this Form 4.

F4: All shares are vested except for 13,534 shares that will vest on May 12, 2020.