Proto Labs Inc — Director's Dealing 2013

Sep 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-09-09

Reporting Person: Cleveland Bradley A. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-09	Common Stock	S	12469	$73.6034	Disposed	87531	Indirect
2013-09-09	Common Stock	S	45623	$74.2549	Disposed	41908	Indirect
2013-09-09	Common Stock	S	7702	$75.0279	Disposed	34206	Indirect
2013-09-10	Common Stock	S	20682	$74.0734	Disposed	13524	Indirect
2013-09-10	Common Stock	S	8524	$75.4715	Disposed	5000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95000	Indirect
Common Stock	345182	Indirect

Footnotes

F1: Sales effected pursuant to Rule 10b5-1 trading plan adopted by the JK Cleveland IRR Trust ua dtd 12/18/12 (the "Trust") on August 8, 2013.

F2: Reflects the weighted average price of 12,469 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on September 9, 2013 with sale prices ranging from $72.83 to $73.80 per share. The reporting person undertakes to provide upon request byt he U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: These shares are held indirectly by a trust for the benefit of the reporting person's children. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in them.

F4: Reflects the weighted average price of 45,623 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on September 9, 2013 with sale prices ranging from $73.84 to $74.84 per share. The reporting person undertakes to provide upon request byt he U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: Reflects the weighted average price of 7,702 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on September 9, 2013 with sale prices ranging from $74.87 to $75.18 per share. The reporting person undertakes to provide upon request byt he U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Reflects the weighted average price of 20,682 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on September 10, 2013 with sale prices ranging from $73.70 to $74.51 per share. The reporting person undertakes to provide upon request byt he U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: Reflects the weighted average price of 8,524 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on September 10, 2013 with sale prices ranging from $75.00 to $75.98 per share. The reporting person undertakes to provide upon request byt he U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.