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*
NBGE Manager, LLC

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/22/2012 J (1) 1,600,000 D $0.00 4,821,790 I By North Bridge Growth Equity I, L.P. (2)
Common Stock 1,126 D (3)
Common Stock 610 D (4)
Common Stock 585 I By Angel 2011 Dynasty Trust (5)
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
1. Name and Address of Reporting Person*
NBGE Manager, LLC

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NBGE GP, LLC

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH BRIDGE GROWTH EQUITY I LP

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Growth Management, L.P.

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ANDERSON EDWARD T

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAMORE RICHARD A

(Last) (First) (Middle)
C/O NORTH BRIDGE GROWTH EQUITY
950 WINTER STREET, SUITE 4600

(Street)
WALTHAM MA 02454

(City) (State) (Zip)
Explanation of Responses:
1. 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 its general and limited partners without consideration.
2. Represents shares held directly by North Bridge Growth Equity I, L.P. NBGE Manager, LLC ("NBGE") 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. Shared voting and investment power over such shares is vested in the managers of NBGE, Edward Anderson and Richard D'Amore. Mr. Anderson and Mr. D'Amore each disclaim any beneficial ownership of such shares, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. Represents shares held of record by Mr. Anderson received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 1 above.
4. Represents shares held of record by Mr. D'Amore received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 1 above.
5. Represents shares held of record by a trust for the benefit of certain of Mr. Anderson's immediate family members which were received in connection with the pro rata distribution from North Bridge Growth Equity I, L.P. referenced in footnote 1 above. Mr. Anderson's immediate family member is the trustee of the trust. Mr. Anderson disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Anderson is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
Remarks:
/s/ Julie M. Regnier, Attorney-in-Fact for NBGE Manager, LLC 08/24/2012
Julie M. Regnier, Attorney-in-Fact for NBGE GP, LLC 08/24/2012
Julie M. Regnier, Attorney-in-Fact for North Bridge Growth Equity I, L.P. 08/24/2012
Julie M. Regnier, Attorney-in-Fact for North Bridge Growth Management, L.P. 08/24/2012
Julie M. Regnier, Attorney-in-Fact for Edward Anderson 08/24/2012
Julie M. Regnier, Attorney-in-Fact for Richard D'Amore 08/24/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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