MARTEN TRANSPORT LTD — Director's Dealing 2021

Nov 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2021-11-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-23	Common Stock	F	14807	$17.37	Disposed	17711382.37	Direct

Footnotes

F1: These shares were withheld to cover the estimated tax withholding obligations in connection with the issuance of 40,018 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021.

F2: Includes: (i) 11,999 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 4,256 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 6,840 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 4,350 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; (v) 5,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021; and (vi) 40,017.37 shares that the reporting person has deferred under the Issuer's deferred compensation plan.