Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cleveland Bradley A.
   2. Issuer Name and Ticker or Trading Symbol
Proto Labs Inc [PRLB] 		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
(Last)
(First)
(Middle)
5540 PIONEER CREEK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/28/2012
(Street)

MAPLE PLAIN, MN 55359		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/28/2012   S(1)   8,500 D $ 31.9334 (2) 119,000 I By KEC Irrevocable Gift Trust (3)
Common Stock 08/29/2012   S(1)   4,000 D $ 31.7667 (4) 115,000 I By KEC Irrevocable Gift Trust (3)
Common Stock 08/29/2012   S(1)   4,000 D $ 31.7754 (5) 115,000 I By JMC Irrevocable Gift Trust (3)
Common Stock 08/30/2012   S(1)   20,000 D $ 31.5384 (6) 1,226,182 I By Bradley A. Cleveland Declaration Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cleveland Bradley A.
5540 PIONEER CREEK DRIVE
MAPLE PLAIN, MN 55359		   X     President and CEO  

Signatures

 /s/ Julie M. Regnier, Attorney-in-Fact for Bradley A. Cleveland   08/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 3, 2012.
(2) Reflects the weighted average price of 8,500 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on August 28, 2012 with sale prices ranging from $31.58 to $32.41 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.
(3) The reporting person has no voting rights over the shares and disclaims beneficial ownership.
(4) Reflects the weighted average price of 4,000 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on August 29, 2012 with sale prices ranging from $31.56 to $31.97 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.
(5) Reflects the weighted average price of 4,000 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on August 29, 2012 with sale prices ranging from $31.585 to $31.97 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.
(6) Reflects the weighted average price of 20,000 shares of common stock of Proto Labs, Inc. sold by the reporting person in multiple transactions on August 30, 2012 with sale prices ranging from $31.47 to $31.69 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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