SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Schneider Jacqueline D.

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

(Street)
MAPLE PLAIN MN 55359

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2012
3. Issuer Name and Ticker or Trading Symbol
Proto Labs Inc [ PRLB ]
4. 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
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 02/13/2017 Common Stock 35,000 3.37 D
Employee Stock Option (right to buy) (2) 03/11/2018 Common Stock 35,000 4.54 D
Employee Stock Option (right to buy) (3) 04/28/2019 Common Stock 35,000 5.56 D
Employee Stock Option (right to buy) (4) 12/21/2020 Common Stock 70,000 7.86 D
Explanation of Responses:
1. Fully vested.
2. The option vests as to 20% of the shares in five annual installments beginning on March 11, 2009.
3. The option vests as to 20% of the shares in five annual installments beginning on April 28, 2010.
4. The option vests as to 20% of the shares in five annual installments beginning on December 21, 2011.
Remarks:
/s/ Catherine M. Verschelden, Attorney-in-Fact for Jacqueline D. Schneider 02/23/2012
** Signature of Reporting Person Date
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 5 (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).
Note: 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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POWER OF ATTORNEY

I, Jacqueline Schneider, hereby authorize and designate each of John R. Judd,
William R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom,
Catherine M. Verschelden and Julie M. Regnier signing singly, as my true and
lawful attorney in fact to:

(1)	execute for and on my behalf, in my capacity as an officer and/or director
of Proto Labs, Inc. (the "Company"), Form ID or Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules and regulations promulgated thereunder and other forms or reports
on my behalf as may be required to file in connection with my ownership,
acquisition, or disposition of securities of the Company, including Form 144;

(2)	do and perform any and all acts for and on my behalf that may be necessary
or desirable to complete and execute any such Form ID or Form 3, 4 or 5 and
timely file such form with the Securities and Exchange Commission, any stock
exchange or similar authority, and the National Association of Securities
Dealers; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be to my benefit,
in my best interest, or legally required of me, it being understood that the
statements executed by such attorney in fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney in fact may approve in such attorney in fact's discretion.

I hereby further grant to each such attorney in fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney in fact, or such attorney in
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  I
hereby acknowledge that the foregoing attorneys in fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until I am no
longer required to file Form ID or Forms 3, 4 and 5 with respect to my holdings
of and transactions in securities issued by the Company, unless earlier revoked
by me in a signed writing delivered to the foregoing attorneys in fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to
be at least one of the following: (i) an employee of the Company, (ii) a partner
of Faegre Baker Daniels LLP or (iii) an employee of Faegre Baker Daniels LLP,
then this Power of Attorney shall be automatically revoked solely as to such
individual, immediately upon such cessation, without any further action on my
part.

I hereby revoke all previous Powers of Attorney that have been granted by me in
connection with my reporting obligations, if any, under Section 16 of the
Exchange Act with respect to my holdings of and transactions in securities
issued by the Company.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 1st day of February, 2012.

/s/ Jacqueline Schneider