Proto Labs Inc — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Stock	S	14718	$48.7216	Disposed	350464	Indirect
2013-04-01	Common Stock	S	5282	$49.2977	Disposed	345182	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the Bradley A. Cleveland Declaration Trust (the "Trust") on December 5, 2012.

F2: Reflects the weighted average price of 14,718 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on April 1, 2013 with sale prices ranging from $48.06 to $49.06 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 5,282 shares of common stock of Proto Labs, Inc. sold by the Trust in multiple transactions on April 1, 2013 with sale prices ranging from $49.15 to $49.49 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: 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.