MARTEN TRANSPORT LTD — Director's Dealing 2021

May 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2021-05-04

Reporting Person: Hinnendael James J (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-04	Common Stock	A	6040	—	Acquired	167794.36	Direct

Footnotes

F1: These shares granted under a Performance Unit Award Agreement will vest in equal increments over five years beginning on December 31, 2021.

F2: Includes: (i) 6,040 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 2,020 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 3,060 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 2,130 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; (v) 2,375 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021; and (vi) 65,048.36 shares that the reporting person has deferred under the Issuer's deferred compensation plan.