Timothy M. Kohl - May 6, 2021 Form 4 Insider Report for MARTEN TRANSPORT LTD (MRTN)

Role: CEO and President
Signature: /s/ James J. Hinnendael, attorney-in-fact
Stock symbol: MRTN
Transactions as of: May 6, 2021
Transactions value $: -$208,477
Form type: 4
Date filed: 5/10/2021, 04:30 PM
Next filing: Jul 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRTN	Common Stock	Tax liability	-$208K	-11.9K	-3.91%	$17.59	291K	May 6, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were withheld to cover the estimated tax withholding obligations in connection with the issuance of 28,151 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021.
F2	Includes: (i) 10,447 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 3,020 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 5,085 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 3,210 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; (v) 3,900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021; and (vi) 84,451.18 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

Content

These shares were withheld to cover the estimated tax withholding obligations in connection with the issuance of 28,151 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021.

Includes: (i) 10,447 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 3,020 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 5,085 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 3,210 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; (v) 3,900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021; and (vi) 84,451.18 shares that the reporting person has deferred under the Issuer's deferred compensation plan.