Proto Labs Inc — Director's Dealing 2013

Feb 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2013-02-15

Reporting Person: Tumelty John B. (Managing Dir.-Proto Labs, Ltd.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	M	42000	$7.86	Acquired	42000	Direct
2013-02-15	Common Stock	S	39583	$47.1276	Disposed	2417	Direct
2013-02-15	Common Stock	S	2417	$48.1633	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Employee Stock Option (Right to Buy)	$7.86	M	42000	Disposed	2020-12-21	Common Stock (42000)	Direct
2013-02-15	Employee Stock Option (Right to Buy)	$47.08	A	16170	Acquired	2023-02-15	Common Stock (16170)	Direct

Footnotes

F1: Reflects the weighted average price of 39,583 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on February 15, 2013 with sale prices ranging from $47.00 to $47.50 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.

F2: Reflects the weighted average price of 2,417 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on February 15, 2013 with sale prices ranging from $48.00 to $48.32 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 option vests as to 20% of the shares in five annual installments beginning on December 21, 2011.

F4: The option vests as to 20% of the shares in five annual installments beginning on February 15, 2014.