Proto Labs Inc — Director's Dealing 2013

Feb 14, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Proto Labs Inc (PRLB)
CIK: 0001443669
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	G	210000	$0.00	Disposed	746182	Indirect
2012-12-14	Common Stock	G	55000	$0.00	Acquired	94500	Indirect
2012-12-14	Common Stock	G	55000	$0.00	Acquired	94500	Indirect
2012-12-14	Common Stock	G	100000	$0.00	Acquired	100000	Indirect
2012-12-27	Common Stock	G	50000	$0.00	Disposed	696182	Indirect
2012-12-31	Common Stock	G	100000	$0.00	Disposed	0	Indirect
2012-12-31	Common Stock	G	100000	$0.00	Acquired	100000	Indirect

Footnotes

F1: The reporting person has no voting rights over the shares and disclaims beneficial ownership.

F2: This report does not reflect 50,000 shares of the Issuer's common stock held by a tax exempt section 501(c)(3) charitable foundation for which the reporting person serves as a director. The reporting person holds no pecuniary interest in the shares owned by the charitable foundation.

F3: 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.