Sec Form 4 Filing - Smith Brian K @ Proto Labs Inc - 2012-08-22

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 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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1. Name and Address of Reporting Person Smith Brian K 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5540 PIONEER CREEK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2012 (Street) MAPLE PLAIN, MN55359 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 294,396 A $ 0 294,396 D Common Stock 08/23/2012 S 20,000 D $ 32.2505 ( 2 ) 274,396 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Smith Brian K 5540 PIONEER CREEK DRIVE MAPLE PLAIN, MN55359 X Signatures /s/ Julie M. Regnier, Attorney-in-Fact on behalf for Brian K. Smith 08/23/2012 Signature of Reporting Person Date

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 Protomold Investment Company, LLC ("PIC") to its members without consideration. On February 23, 2012, PIC and Brian K. Smith, due to his position as President of PIC and a director of Proto Labs, Inc. (the "Issuer"), filed a joint Form 3 with the Securities and Exchange Commission where PIC reported that it beneficially held 3,189,648 shares of the Issuer's common stock and Mr. Smith disclaimed any beneficial ownership of these shares except to the extent of his pecuniary interest. On July 12, 2012, Mr. Smith ceased to be the President, Chief Manager and Governor of PIC and Mr. Smith is now filing reports in his capacity as a director of the Issuer. ( 2 )Reflects the weighted average price of 20,000 shares of common stock of the Issuer sold by the reporting person in multiple transactions on August 23, 2012 with sale prices ranging from $32.25 to $32.27 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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