SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Baier Randall John

(Last)

(First)

(Middle)

129 MARTEN STREET

(Street)

MONDOVI

54755

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP & Chief Tech. Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,960⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	08/14/2025	Common Stock	4,500	$15.167	D
Stock Option (right to buy)	⁽³⁾	05/04/2028	Common Stock	3,000	$17.36	D
Stock Option (right to buy)	⁽⁴⁾	12/15/2028	Common Stock	3,000	$16.93	D

Explanation of Responses:

1. Includes: (i) 1,500 shares granted under a Performance Unit Award Agreement that vest on 12/31/2023 through 12/31/2027; (ii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2023 through 12/31/2026; (iii) 600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2023 through 12/31/2025; (iv) 600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2023 through 12/31/2024; and (v) 300 shares granted under a Performance Unit Award Agreement that vest on 12/31/2023.

2. This option has fully vested.

3. 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 May 4, 2024, May 4, 2025 and May 4, 2026.

4. This option vested with respect to 600 shares on December 15, 2022, and will vest with respect to 600 shares on each of December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

	/s/ James J. Hinnendael, attorney-in-fact	08/22/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.