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*
Kenison Michael R.

(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 and GM of the America's
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2023
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 02/13/2023 F 340 D $34.23 6,597(1) D
Common Stock 02/14/2023 A 8,127(2) A $0 14,724 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
Performance Stock Units (3) 02/14/2023 A 4,064 (3) 12/31/2025 Common Stock 4,064 $0 4,064 D
Employee Stock Option (right to buy) $33.84 02/14/2023 A 7,712 (4) 02/14/2033 Common Stock 7,712 $0 7,712 D
Employee Stock Option (right to buy) $33.84 02/14/2023 A 3,048 (5) 02/14/2026 Common Stock 3,048 $0 3,048 D
Explanation of Responses:
1. Includes 262 shares of Common Stock of the issuer purchased on November 15, 2022 through the issuer's Employee Stock Purchase Plan program.
2. Restricted Stock Units that vest as follows: 25% of shares subject to the award will vest on February 13, 2024, and on each February 13th thereafter until all shares subject to the award are fully vested.
3. Each performance stock unit represents a contingent right to receive one share of Proto Labs, Inc. common stock. The performance stock units vest upon Proto Labs, Inc. common stock achieving a specified price per share.
4. 25% of shares subject to the award will vest on February 13, 2024, and on each February 13th thereafter until all shares subject to the award are fully vested.
5. The stock option vests in full on February 13, 2024.
/s/ W. Morgan Burns, Attorney-in-Fact 02/15/2023
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.