Randolph L. Marten - 12 Mar 2024 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
Issuer symbol: MRTN
Transactions as of: 12 Mar 2024
Net transactions value: -$71,667
Form type: 4
Filing time: 13 Mar 2024, 16:06:22 UTC
Previous filing: 17 Aug 2023
Next filing: 09 May 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRTN	Common Stock	Tax liability	$71,667	-3,768	-0.02%	$19.02	17,719,042	12 Mar 2024	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Of the 9,589 shares that vested, this number of shares were withheld in exchange for payment of employee taxes. All vested shares were previously reported as they vested based on service.
F2	Includes: (i) 7,012 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2027; (ii) 6,274 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2026; (iii) 4,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2025; and (iv) 1,064 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024.

Content

Of the 9,589 shares that vested, this number of shares were withheld in exchange for payment of employee taxes. All vested shares were previously reported as they vested based on service.

Includes: (i) 7,012 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2027; (ii) 6,274 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2026; (iii) 4,800 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2025; and (iv) 1,064 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024.