MARTEN TRANSPORT LTD — Director's Dealing 2021

May 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2021-05-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-06	Common Stock	F	6817	$17.59	Disposed	108692.89	Direct

Footnotes

F1: These shares were withheld to cover the estimated tax withholding obligations in connection with the issuance of 15,780 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021.

F2: Includes: (i) 5,713 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 1,986 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 3,015 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 1,770 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; (v) 2,225 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021; and (vi) 47,340.89 shares that the reporting person has deferred under the Issuer's deferred compensation plan.