Proto Labs Inc — Director's Dealing 2013

Mar 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-19	Common Stock	S	1107	$45.11	Disposed	93393	Indirect
2013-03-19	Common Stock	S	1107	$45.11	Disposed	93393	Indirect
2013-03-19	Common Stock	S	1298	$45.11	Disposed	674884	Indirect
2013-03-19	Common Stock	S	52436	$45.51	Disposed	40957	Indirect
2013-03-19	Common Stock	S	52436	$45.51	Disposed	40957	Indirect
2013-03-19	Common Stock	S	61593	$45.51	Disposed	613291	Indirect
2013-03-19	Common Stock	S	21458	$46.94	Disposed	19499	Indirect
2013-03-19	Common Stock	S	21458	$46.94	Disposed	19499	Indirect
2013-03-19	Common Stock	S	25204	$46.94	Disposed	588087	Indirect
2013-03-20	Common Stock	S	19499	$45.88	Disposed	0	Indirect
2013-03-20	Common Stock	S	19499	$45.88	Disposed	0	Indirect
2013-03-20	Common Stock	S	22905	$45.88	Disposed	565182	Indirect
2013-03-20	Common Stock	S	200000	$45.82	Disposed	365182	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan (the "Trading Plan") adopted on February 15, 2013 by the Bradley A. Cleveland Declaration Trust (the "BAC Trust"), JMC 2011 Irrevocable Gift Trust (the "JMC Trust") and KEC 2011 Irrevocable Gift Trust (the "KEC Trust") and (collectively referred to as the "Trusts"). Pursuant to the terms of the Trading Plan, the allocation of shares to be sold is approximately 37% for the BAC Trust, 31.5% for the JMC Trust and 31.5% for the KEC Trust except as provided in footnote 7 below. The sales reflected on this Form 4 conclude the transactions contemplated by the Trading Plan.

F2: Reflects the weighted average price of 3,512 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $45.10 to $45.16 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: The reporting person has no voting rights over the shares and disclaims beneficial ownership.

F4: Reflects the weighted average price of 166,465 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $45.19 to $46.19 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 68,120 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $46.27 to $47.23 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 61,903 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 20, 2013 with sale prices ranging from $45.70 to $45.97 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 200,000 shares of common stock of Proto Labs, Inc. sold by the BAC Trust in multiple transactions on March 20, 2013 with sale prices ranging from $45.45 to $46.36 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: 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.