SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Schneider Jacqueline D.

(Last) (First) (Middle)
5540 PIONEER CREEK DRIVE

(Street)
MAPLE PLAIN MN 55359

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Proto Labs Inc [ PRLB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Sales & Customer Service
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2013 M (1) 3,000 A $4.54 4,250 (2) D
Common Stock 02/15/2013 M (1) 21,000 A $5.56 25,250 D
Common Stock 02/15/2013 M (1) 28,000 A $7.86 53,250 D
Common Stock 02/15/2013 S (1) 38,170 D $46.8201 (3) 15,080 D
Common Stock 02/15/2013 S (1) 13,064 D $47.3727 (4) 2,016 D
Common Stock 02/15/2013 S (1) 766 D $48.2805 (5) 1,250 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $4.54 02/15/2013 M (1) 3,000 (6) 03/11/2018 Common Stock 3,000 $0.00 7,000 D
Employee Stock Option (Right to Buy) $5.56 02/15/2013 M (1) 21,000 (7) 04/28/2019 Common Stock 21,000 $0.00 14,000 D
Employee Stock Option (Right to Buy) $7.86 02/15/2013 M (1) 28,000 (8) 12/21/2020 Common Stock 28,000 $0.00 42,000 D
Employee Stock Option (Right to Buy) $47.08 02/15/2013 A 16,170 (9) 02/15/2023 Common Stock 16,170 $0.00 16,170 D
Explanation of Responses:
1. Transaction effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2012.
2. Includes 1,250 shares acquired under the Company's employee stock purchase plan on November 16, 2012.
3. Reflects the weighted average price of 38,170 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 $46.19 to $47.16 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.
4. Reflects the weighted average price of 13,064 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 $47.19 to $48.16 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.
5. Reflects the weighted average price of 766 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 $48.32 to $48.22 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.
6. The option vests as to 20% of the shares in five annual installments beginning on March 11, 2009.
7. The option vests as to 20% of the shares in five annual installments beginning on April 28, 2010.
8. The option vests as to 20% of the shares in five annual installments beginning on December 21, 2011.
9. The option vests as to 20% of the shares in five annual installments beginning on February 15, 2014.
Remarks:
/s/ Julie M. Regnier, Attorney-in-Fact for Jacqueline D. Schneider 02/19/2013
** Signature of Reporting Person Date
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