Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NASH TIMOTHY P
  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)
Exec. VP of Sales & Marketing
(Last)
(First)
(Middle)
129 MARTEN STREET
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2017
(Street)

MONDOVI, WI 54755
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/29/2017   A   32.72 (1) A $ 0 59,727.1 (2) (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NASH TIMOTHY P
129 MARTEN STREET
MONDOVI, WI 54755
      Exec. VP of Sales & Marketing  

Signatures

 /s/ James J. Hinnendael, attorney-in-fact   10/02/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents dividend equivalent rights that accrued on September 29, 2017.
(2) On June 15, 2017, Marten declared a stock split effected in the form of a stock dividend, payable on July 7, 2017 to all holders of record of common stock on June 26, 2017, of two-thirds additional share of common stock for each one share of common stock outstanding.
(3) Includes: (i) 8,917 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2021; (ii) 1,933 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2020; (iii) 1,450 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2019; (iv) 1,033 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 through 12/31/2018, (v) 775 shares granted under a Performance Unit Award Agreement that vest on 12/31/2017 and (vi) 26,926.10 shares that the reporting person has deferred under the Issuer's deferred compensation plan.

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