<SEC-DOCUMENT>0001209191-12-012643.txt : 20120223
<SEC-HEADER>0001209191-12-012643.hdr.sgml : 20120223
<ACCEPTANCE-DATETIME>20120223191246
ACCESSION NUMBER:		0001209191-12-012643
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120223
FILED AS OF DATE:		20120223
DATE AS OF CHANGE:		20120223

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			KINGSLEY DOUGLAS A
		CENTRAL INDEX KEY:			0001197537

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635373

	MAIL ADDRESS:	
		STREET 1:		C/O ADVENT INTERNATIONAL CORP
		STREET 2:		75 STATE ST 29TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02104

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			DAMORE RICHARD A
		CENTRAL INDEX KEY:			0001206641

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635377

	MAIL ADDRESS:	
		STREET 1:		C/O NORTHBRIDGE VENTURE PARTNERS
		STREET 2:		950 WINTER ST STE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			ANDERSON EDWARD T
		CENTRAL INDEX KEY:			0001218581

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635378

	MAIL ADDRESS:	
		STREET 1:		950 WINTER ST SUITE 4600
		CITY:			WATHAM
		STATE:			MA
		ZIP:			02451

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Proto Labs Inc
		CENTRAL INDEX KEY:			0001443669
		STANDARD INDUSTRIAL CLASSIFICATION:	FABRICATED STRUCTURAL METAL PRODUCTS [3440]
		IRS NUMBER:				000000000

	BUSINESS ADDRESS:	
		STREET 1:		5540 Pioneer Creek
		CITY:			Maple Plain
		STATE:			MN
		ZIP:			55359
		BUSINESS PHONE:		763-479-7474

	MAIL ADDRESS:	
		STREET 1:		5540 Pioneer Creek
		CITY:			Maple Plain
		STATE:			MN
		ZIP:			55359

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			NORTH BRIDGE GROWTH EQUITY I LP
		CENTRAL INDEX KEY:			0001390657

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635374

	BUSINESS ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451
		BUSINESS PHONE:		7812900004

	MAIL ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02451

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			NBGE Manager, LLC
		CENTRAL INDEX KEY:			0001542779
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635379

	BUSINESS ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454
		BUSINESS PHONE:		781-290-0004

	MAIL ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			NBGE GP, LLC
		CENTRAL INDEX KEY:			0001542781
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635376

	BUSINESS ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454
		BUSINESS PHONE:		781-290-0004

	MAIL ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			North Bridge Growth Management, L.P.
		CENTRAL INDEX KEY:			0001542785
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35435
		FILM NUMBER:		12635375

	BUSINESS ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454
		BUSINESS PHONE:		781-290-0004

	MAIL ADDRESS:	
		STREET 1:		950 WINTER STREET
		STREET 2:		SUITE 4600
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0204</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2012-02-23</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001443669</issuerCik>
        <issuerName>Proto Labs Inc</issuerName>
        <issuerTradingSymbol>PRLB</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001542779</rptOwnerCik>
            <rptOwnerName>NBGE Manager, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001218581</rptOwnerCik>
            <rptOwnerName>ANDERSON EDWARD T</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001206641</rptOwnerCik>
            <rptOwnerName>DAMORE RICHARD A</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001542781</rptOwnerCik>
            <rptOwnerName>NBGE GP, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001542785</rptOwnerCik>
            <rptOwnerName>North Bridge Growth Management, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001390657</rptOwnerCik>
            <rptOwnerName>NORTH BRIDGE GROWTH EQUITY I LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001197537</rptOwnerCik>
            <rptOwnerName>KINGSLEY DOUGLAS A</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NORTH BRIDGE GROWTH EQUITY</rptOwnerStreet1>
            <rptOwnerStreet2>950 WINTER STREET, SUITE 4600</rptOwnerStreet2>
            <rptOwnerCity>WALTHAM</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02454</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>5991790</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By North Bridge Growth Equity I, L.P.</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each of the 427,985 shares of Series A Preferred Stock is convertible at any time at the option of the holder, and will automatically convert into shares of the Issuer's Common Stock on a 14-for-1 basis in connection with the closing of the Issuer's initial public offering.  The number of shares of Common Stock reported on this Form 3 reflects the conversion of all shares of Series A Preferred Stock into shares of Common Stock on a 14-for-1 basis.</footnote>
        <footnote id="F2">The security does not have an expiration date.</footnote>
        <footnote id="F3">Represents shares held directly by North Bridge Growth Equity I, L.P.  NBGE Manager, LLC (&quot;NBGE&quot;) 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 dispostive power over such shares. Douglas Kingsley, a director of the Issuer, is a founding managing director of NBGE GP, LLC.  Shared voting and investment power over such shares is vested in the managers of NBGE, Edward Anderson and Richard D'Amore.  Mr. Kingsley, 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.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for NBGE Manager, LLC</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for Edward Anderson</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for Richard D'Amore</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for NBGE GP, LLC</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for North Bridge Growth Management, L.P.</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for North Bridge Growth Equity I, L.P.</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Catherine M. Verschelden, Attorney-in-Fact for Douglas Kingsley</signatureName>
        <signatureDate>2012-02-23</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3_411791
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
POWER OF ATTORNEY OF NBGE MANAGER, LLC

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

(1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's 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 the undersigned's  request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 16th day of February, 2012.

NBGE Manager, LLC

By:  /s/ Edward T. Anderson, Manager

------
POWER OF ATTORNEY OF NBGE GP, LLC

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

(1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's  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 the undersigned's  request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 17th day of February, 2012.

NBGE GP, LLC

By:  /s/ Douglas Kinglsey, Manager

------
POWER OF ATTORNEY OF NORTH BRIDGE GROWTH MANAGEMENT, L.P.

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

(1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's  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 the undersigned's  request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 17th day of February, 2012.

NORTH BRIDGE GROWTH MANAGEMENT, L.P.

By:  NBGE GP, LLC, its sole general partner

By:  /s/ Douglas Kingsley, Manager

------
POWER OF ATTORNEY OF NORTH BRIDGE GROWTH EQUITY I, L.P.

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

(1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's 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 the undersigned's  request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 21st day of February, 2012.

NORTH BRIDGE GROWTH EQUITY I, L.P.

By:  North Bridge Growth Management, L.P., its General Partner
By:  NBGE GP, LLC, its General Partner

By:  /s/ Douglas Kingsley, Manager

------
POWER OF ATTORNEY OF DOUGLAS A. KINGSLEY

I, Douglas A. Kingsley, 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 6th day of February, 2012.

/s/ Douglas A. Kingsley

-----

POWER OF ATTORNEY OF RICHARD A. D'AMORE

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

 (1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's 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 the undersigned's request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 23rd day of February, 2012.

/s/ Richard A. D'Amore

------

POWER OF ATTORNEY OF EDWARD T. ANDERSON

The undersigned hereby authorizes and designates each of John R. Judd, William
R. Langton, Edward E. Bolton, W. Morgan Burns, Mark D. Pihlstrom, Catherine M.
Verschelden, Samuel A. Rosenbaum and Julie M. Regnier signing singly, as the
undersigned's true and lawful attorney in fact to:

 (1)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 10% shareholder 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 the undersigned's behalf as may be
required to file in connection with its ownership, acquisition, or disposition
of securities of the Company, including Form 144;

(2)	execute for and on the undersigned's behalf, in the undersigned's capacity
as a greater than 5% shareholder of the Company, any Schedule 13G or Schedule
13D in accordance with Section 13 of the Exchange Act and the rules and
regulations promulgated thereunder;

(3)	do and perform any and all acts for and on the undersigned's behalf that may
be necessary or desirable to complete and execute any such Form ID, Schedule
13G, Schedule 13D or any Forms 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

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be in the
undersigned's best interest, or legally required of the undersigned, it being
understood that the statements executed by such attorney in fact on the
undersigned's 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 the undersigned's request, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned's is no longer required to file Form ID, Schedule 13G, Schedule 13D,
and/or Forms 3, 4 and 5 with respect to its holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned's 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 the undersigned's
part.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 23rd day of February, 2012.

/s/ Edward T. Anderson

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
