<SEC-DOCUMENT>0001235802-21-000117.txt : 20210903
<SEC-HEADER>0001235802-21-000117.hdr.sgml : 20210903
<ACCEPTANCE-DATETIME>20210903162941
ACCESSION NUMBER:		0001235802-21-000117
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210830
FILED AS OF DATE:		20210903
DATE AS OF CHANGE:		20210903

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Petit Douglas Paul
		CENTRAL INDEX KEY:			0001881752

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15010
		FILM NUMBER:		211236910

	MAIL ADDRESS:	
		STREET 1:		129 MARTEN STREET
		CITY:			MONDOVI
		STATE:			WI
		ZIP:			54755

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARTEN TRANSPORT LTD
		CENTRAL INDEX KEY:			0000799167
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				391140809
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		129 MARTEN ST
		CITY:			MONDOVI
		STATE:			WI
		ZIP:			54755
		BUSINESS PHONE:		7159264216

	MAIL ADDRESS:	
		STREET 1:		3400 PLAZA VII
		STREET 2:		45 SOUTH SEVENTH ST
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55402
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>primary_doc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-08-30</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000799167</issuerCik>
        <issuerName>MARTEN TRANSPORT LTD</issuerName>
        <issuerTradingSymbol>MRTN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001881752</rptOwnerCik>
            <rptOwnerName>Petit Douglas Paul</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>129 MARTEN STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MONDOVI</rptOwnerCity>
            <rptOwnerState>WI</rptOwnerState>
            <rptOwnerZipCode>54755</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>President</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>17252</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Includes: (i) 1,000 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2025; (ii) 1,200 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2024; (iii) 900 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2023; (iv) 600 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021 through 12/31/2022; and (v) 500 shares granted under a Performance Unit Award Agreement that vest on 12/31/2021.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ James J. Hinnendael, attorney-in-fact</signatureName>
        <signatureDate>2021-09-03</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>petit.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY

The undersigned hereby constitutes and appoints James J.
Hinnendael and Kathy A. Degenharddt and each of them signing
singly, and with full power of substitution, to be the
undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Marten
Transport, Ltd. (the Company), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder from time to time
(collectively, the Act);

(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby  grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Act.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 31st day of August,
2021.

/s/ Douglas P. Petit
Douglas P. Petit
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
