Proto Labs Inc — Director's Dealing 2013

Nov 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-10-31

Reporting Person: JUDD JOHN R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-31	Common Stock	M	50000	$20.07	Acquired	50000	Direct
2013-10-31	Common Stock	S	6698	$74.4832	Disposed	43302	Direct
2013-10-31	Common Stock	S	2687	$73.4299	Disposed	40615	Direct
2013-10-31	Common Stock	S	5716	$74.8281	Disposed	34899	Direct
2013-10-31	Common Stock	S	7693	$75.9036	Disposed	27206	Direct
2013-10-31	Common Stock	S	4076	$76.8858	Disposed	23130	Direct
2013-10-31	Common Stock	S	10725	$78.0709	Disposed	12405	Direct
2013-10-31	Common Stock	S	2405	$78.8674	Disposed	10000	Direct
2013-10-31	Common Stock	S	10000	$80.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-31	Employee Stock Option (right to buy)	$20.07	M	50000	Disposed	2021-06-22	Common Stock (50000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person.

F2: Reflects the weighted average price of 6,698 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $72.025 to $73.010 per share. The reporting person undertakes to provide upon request by the 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: Reflects the weighted average price of 2,687 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $73.07 to $73.98 per share. The reporting person undertakes to provide upon request by the 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.

F4: Reflects the weighted average price of 5,716 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $74.38 to $75.30 per share. The reporting person undertakes to provide upon request by the 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 7,693 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $75.4095 to $76.4075 per share. The reporting person undertakes to provide upon request by the 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 4,076 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $76.48 to $77.38 per share. The reporting person undertakes to provide upon request by the 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 10,725 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $77.50 to $78.45 per share. The reporting person undertakes to provide upon request by the 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.

F8: Reflects the weighted average price of 2,405 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on October 31, 2013 with sale prices ranging from $78.5675 to $79.00 per share. The reporting person undertakes to provide upon request by the 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.

F9: The option vests as one-third of the shares beginning on June 22, 2012.