Proto Labs Inc — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	S	16833	$44.0457	Disposed	679349	Indirect
2013-03-01	Common Stock	S	1468	$45.1653	Disposed	677881	Indirect
2013-03-01	Common Stock	S	1699	$46.0324	Disposed	676182	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	94500	Indirect
Common Stock	94500	Indirect
Common Stock	100000	Indirect

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 5, 2012.

F2: Reflects the weighted average price of 16,833 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on March 1, 2013 with sale prices ranging from $43.73 to $44.68 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 1,468 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on March 1, 2013 with sale prices ranging from $44.77 to $45.62 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 1,699 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on March 1, 2013 with sale prices ranging from $46.00 to $46.17 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: The reporting person has no voting rights over the shares and disclaims beneficial ownership.

F6: 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.