Douglas Paul Petit Form 4 MARTEN TRANSPORT / Douglas Paul Petit ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Petit Douglas Paul

(Last) (First) (Middle)

129 MARTEN STREET

(Street)

MONDOVI WI 54755

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTEN TRANSPORT LTD [ MRTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2024		F		1,400(1)	D	$19.02	26,610(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$10.867	08/15/2017		A		4,500		(3)	08/15/2024	Common Stock	4,500	$0	4,500	D
Stock Option (right to buy)	$15.167	08/14/2018		A		4,500		(3)	08/14/2025	Common Stock	4,500	$0	4,500	D
Stock Option (right to buy)	$17.36	05/04/2021		A		3,000		(4)	05/04/2028	Common Stock	3,000	$0	3,000	D

Explanation of Responses:

1. 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.

2. Includes: (i) 3,437 shares granted under a Performance Unit Award Agreement that vest on 12/31/2024 through 12/31/2027; (ii) 3,075 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.

3. This option has fully vested.

4. 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.

	/s/ James J. Hinnendael, attorney-in-fact	03/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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