Adam Daniel Phillips - Mar 12, 2024 Form 4 Insider Report for MARTEN TRANSPORT LTD (MRTN)

Role: EVP & Chief Operating Officer
Signature: /s/ James J. Hinnendael, attorney-in-fact
Stock symbol: MRTN
Transactions as of: Mar 12, 2024
Transactions value $: -$11,602
Form type: 4
Date filed: 3/13/2024, 04:31 PM
Previous filing: Dec 21, 2023
Next filing: May 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MRTN	Common Stock	Tax liability	-$11.6K	-610	-14.52%	$19.02	3.59K	Mar 12, 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 1,400 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) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2027; (ii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2026; (iii) 400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2025; and (iv) 300 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024.

Content

Of the 1,400 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) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2027; (ii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2026; (iii) 400 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2025; and (iv) 300 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024.