Proto Labs Inc — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2012-11-29

Reporting Person: NBGE Manager, LLC (10% Owner)
Reporting Person: ANDERSON EDWARD T (10% Owner)
Reporting Person: DAMORE RICHARD A (10% Owner)
Reporting Person: NBGE GP, LLC (10% Owner)
Reporting Person: NORTH BRIDGE GROWTH EQUITY I LP (10% Owner)
Reporting Person: North Bridge Growth Management, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Common Stock	S	610	$35.516	Disposed	0	Direct
2013-02-21	Common Stock	J	1400000	$0.00	Disposed	2004290	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2112	Direct
Common Stock	534	Direct
Common Stock	1097	Indirect

Footnotes

F1: Represents shares held of record which Richard D'Amore received in connection with a previous pro rata distribution from North Bridge Growth Equity I, L.P.

F2: The transaction reported on this Form 4 represents a pro rata distribution, and not a purchase or sale of securities, by North Bridge Growth Equity I, L.P. to its general and limited partners without consideration.

F3: Represents shares held directly by North Bridge Growth Equity I, L.P. NBGE Manager, LLC ("NBGE") is the managing manager of NBGE GP, LLC, which is the sole general partner of North Bridge Growth Management, L.P., which is the sole general partner of North Bridge Growth Equity I, L.P. NBGE has sole vesting and dispositive power over such shares. Shared voting and investment power over such shares is vested in the managers of NBGE, Edward Anderson and Richard D'Amore. Mr. Anderson and Mr. D'Amore each disclaim any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: Represents 986 shares Mr. Anderson received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 3 above as well as 1,126 shares received in a previous distribution.

F5: Represents shares held of record by Mr. D'Amore received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 3 above.

F6: Represents shares held of record by a trust for the benefit of certain of Mr. Anderson's immediate family members of which 512 shares were received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 3 above as well as 585 shares received in a previous distribution. Mr. Anderson's immediate family member is the trustee of the trust. Mr. Anderson disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Anderson is the beneficial owner of these securities for purposes of Section 16 or any other purpose.