Statement of Changes in Beneficial Ownership (4)
21 Março 2013 - 7:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cleveland Bradley A.
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2. Issuer Name
and
Ticker or Trading Symbol
Proto Labs Inc
[
PRLB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
5540 PIONEER CREEK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2013
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(Street)
MAPLE PLAIN, MN 55359
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/19/2013
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S
(1)
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1107
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D
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$45.11
(2)
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93393
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I
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By JMC Irrevocable Gift Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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1107
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D
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$45.11
(2)
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93393
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I
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By KEC Irrevocable Gfit Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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1298
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D
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$45.11
(2)
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674884
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I
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By Bradley A. Cleveland Declaration Trust
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Common Stock
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3/19/2013
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S
(1)
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52436
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D
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$45.51
(4)
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40957
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I
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By JMC Irrevocable Gift Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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52436
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D
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$45.51
(4)
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40957
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I
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By KEC Irrevocable Gfit Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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61593
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D
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$45.51
(4)
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613291
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I
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By Bradley A. Cleveland Declaration Trust
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Common Stock
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3/19/2013
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S
(1)
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21458
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D
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$46.94
(5)
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19499
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I
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By JMC Irrevocable Gift Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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21458
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D
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$46.94
(5)
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19499
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I
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By KEC Irrevocable Gfit Trust
(3)
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Common Stock
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3/19/2013
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S
(1)
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25204
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D
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$46.94
(5)
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588087
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I
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By Bradley A. Cleveland Declaration Trust
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Common Stock
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3/20/2013
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S
(1)
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19499
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D
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$45.88
(6)
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0
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I
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By JMC Irrevocable Gift Trust
(3)
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Common Stock
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3/20/2013
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S
(1)
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19499
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D
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$45.88
(6)
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0
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I
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By KEC Irrevocable Gfit Trust
(3)
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Common Stock
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3/20/2013
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S
(1)
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22905
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D
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$45.88
(6)
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565182
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I
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By Bradley A. Cleveland Declaration Trust
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Common Stock
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3/20/2013
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S
(1)
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200000
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D
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$45.82
(7)
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365182
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I
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By Bradley A. Cleveland Declaration Trust
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Common Stock
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100000
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I
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By JK Cleveland Irrevocable Trust
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Sales effected pursuant to a Rule 10b5-1 trading plan (the "Trading Plan") adopted on February 15, 2013 by the Bradley A. Cleveland Declaration Trust (the "BAC Trust"), JMC 2011 Irrevocable Gift Trust (the "JMC Trust") and KEC 2011 Irrevocable Gift Trust (the "KEC Trust") and (collectively referred to as the "Trusts"). Pursuant to the terms of the Trading Plan, the allocation of shares to be sold is approximately 37% for the BAC Trust, 31.5% for the JMC Trust and 31.5% for the KEC Trust except as provided in footnote 7 below. The sales reflected on this Form 4 conclude the transactions contemplated by the Trading Plan.
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(
2)
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Reflects the weighted average price of 3,512 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $45.10 to $45.16 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.
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(
3)
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The reporting person has no voting rights over the shares and disclaims beneficial ownership.
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(
4)
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Reflects the weighted average price of 166,465 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $45.19 to $46.19 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.
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(
5)
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Reflects the weighted average price of 68,120 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 19, 2013 with sale prices ranging from $46.27 to $47.23 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.
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(
6)
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Reflects the weighted average price of 61,903 shares of common stock of Proto Labs, Inc. sold by the Trusts in multiple transactions on March 20, 2013 with sale prices ranging from $45.70 to $45.97 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.
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(
7)
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Reflects the weighted average price of 200,000 shares of common stock of Proto Labs, Inc. sold by the BAC Trust in multiple transactions on March 20, 2013 with sale prices ranging from $45.45 to $46.36 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.
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(
8)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cleveland Bradley A.
5540 PIONEER CREEK DRIVE
MAPLE PLAIN, MN 55359
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X
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President and CEO
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Signatures
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/s/ Julie M. Regnier, Attorney-in-Fact for Bradley A. Cleveland
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3/21/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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