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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/12/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 799167 |
| Issuer Name: MARTEN TRANSPORT LTD |
| Issuer Trading Symbol: MRTN |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1881752 |
| | Owner Name: Petit Douglas Paul |
| Reporting Owner Address: |
| | Owner Street 1: 129 MARTEN STREET |
| | Owner Street 2: |
| | Owner City: MONDOVI |
| | Owner State: WI |
| | Owner ZIP Code: 54755 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/12/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,400 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 19.02 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 26,610 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 10.867 |
| | Transaction Date: |
| | | Value: 8/15/17 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,500 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 8/15/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 4,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 15.167 |
| | Transaction Date: |
| | | Value: 8/14/18 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,500 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 8/14/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 4,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 17.36 |
| | Transaction Date: |
| | | Value: 5/4/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 5/4/28 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Of the 2,684 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. |
| Footnote - F2: Includes: (i) 3,437 shares granted under a Performance Unit Award Agreement that vest on 12/31/24 through 12/31/27; (ii) 3,075 shares granted under a Performance Unit Award Agreement that vest on 12/31/24 through 12/31/26; (iii) 400 shares granted under a Performance Unit Award Agreement that vest on 12/31/24 through 12/31/25; and (iv) 300 shares granted under a Performance Unit Award Agreement that vest on 12/31/24. |
| Footnote - F3: This option has fully vested. |
| Footnote - F4: This option vested with respect to 600 shares on each of May 4, 2022 and May 4, 2023 and will vest with respect to 600 shares on each of May 4, 2024, May 4, 2025 and May 4, 2026. |
Owner Signature: |
| Signature Name: /s/ James J. Hinnendael, attorney-in-fact |
| Signature Date: 3/13/24 |