Sec Form 4 Filing - TURNER JOHN H @ MARTEN TRANSPORT LTD - 2022-03-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TURNER JOHN H 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) EVP Sales & Marketing (Last) (First) (Middle) 129 MARTEN STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (Street) MONDOVI, WI54755 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2022 A 6,059.18( 1 ) A $ 0 97,183( 2 ) D Common Stock 03/01/2022 F 5,947 D $ 17.31 91,236( 2 ) D Common Stock 03/01/2022 F 7,881( 3 ) D $ 17.31 83,355( 2 ) D Common Stock 03/03/2022 M 9,661 A $ 9.008 93,016( 2 ) D Common Stock 03/03/2022 S 9,661 D $ 18.0895( 4 ) 83,355( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 9.008 03/03/2022 M 9,661 ( 5 ) 05/12/2022 Common Stock 9,661 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TURNER JOHN H 129 MARTEN STREET MONDOVI, WI54755 EVP Sales & Marketing Signatures /s/ James J. Hinnendael, attorney-in-fact 03/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Excludes shares that were previously reported as they vested based on service. ( 2 )Includes: (i) 4,572 shares granted under a Performance Unit Award Agreement that vest on 12/31/2022 through 12/31/2025; (ii) 1,491 shares granted under a Performance Unit Award Agreement that vest on 12/31/2022 through 12/31/2024; (iii) 2,010 shares granted under a Performance Unit Award Agreement that vest on 12/31/2022 through 12/31/2023; and (iv) 885 shares granted under a Performance Unit Award Agreement that vest on 12/31/2022. ( 3 )These shares were withheld to cover the estimated tax withholding obligations in connection with the issuance of 16,418 shares released from the Issuer's deferred compensation plan which terminated effective May 5, 2021. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.97 to $18.24, inclusive. The reporting person undertakes to provide to Marten Transport, Ltd., any security holder of Marten Transport, Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. ( 5 )This option has fully vested.

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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