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: 2013-02-21

Reporting Person: KINGSLEY DOUGLAS A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	J	4354	$0.00	Acquired	9330	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2004290	Indirect

Footnotes

F1: 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 Douglas Kingsley without consideration. Mr. Kingsley, a director of the Issuer, is a founding managing director of NBGE GP, LLC.

F2: Represents shares held directly by North Bridge Growth Equity I, L.P. NBGE Manager, LLC 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. Mr. Kingsley, a director of the Issuer, is a founding managing director of NBGE GP, LLC. Shared voting and investment power over such shares is vested in the managers of NBGE, Edward Anderson and Richard D'Amore. Mr. Kingsley disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.