Randolph L. Marten - May 6, 2021 Form 4 Insider Report for MARTEN TRANSPORT LTD (MRTN)

Role: Exec. Chairman of the Board, Director, 10%+ Owner
Signature: /s/ James J. Hinnendael, attorney-in-fact
Stock symbol: MRTN
Transactions as of: May 6, 2021
Transactions value $: -$250,939
Form type: 4
Date filed: 5/10/2021, 04:37 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	-$251K	-14.3K	-0.08%	$17.59	17.7M	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 38,544 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) 115,659.48 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 38,544 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021.

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) 115,659.48 shares that the reporting person has deferred under the Issuer's deferred compensation plan.