Edgar Filing: Proto Labs Inc

SC 13G/Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 1 – Exit Filing)

PROTO LABS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

743713109

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 743713109


1.	Names of Reporting Persons. NBGE Manager, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) OO

Page 2 of 11 pages


CUSIP No. 743713109


1.	Names of Reporting Persons. NBGE GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) OO

Page 3 of 11 pages


CUSIP No. 743713109


1.	Names of Reporting Persons. North Bridge Growth Management, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) PN

Page 4 of 11 pages


CUSIP No. 743713109


1.	Names of Reporting Persons. North Bridge Growth Equity I, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) PN

Page 5 of 11 pages


CUSIP No. 743713109


1.	Names of Reporting Persons. Edward T. Anderson
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) IN

Page 6 of 11 pages


CUSIP No. 743713109


1.	Names of Reporting Persons. Richard A. D’Amore
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5.
		6.	Shared Voting Power See Item 5.
		7.	Sole Dispositive Power See Item 5.
		8.	Shared Dispositive Power See Item 5.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5.
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) See Item 5.
12.	Type of Reporting Person (See Instructions) IN

Page 7 of 11 pages


CUSIP No. 743713109


Item 1(a)	Name of Issuer:

	Proto Labs, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	5540 Pioneer Creek Drive, Maple Plain, Minnesota 55359

Item 2(a)	Name of Person Filing:

	The reporting persons are:

	NBGE Manager, LLC (the “Managing Manager”)

	NBGE GP, LLC (the “GP of the GP”)

	North Bridge Growth Management , L.P. (the “GP”)

	North Bridge Growth Equity I, L.P. (“NBGE”)

	Edward T. Anderson (“Mr. Anderson”)

	Richard A. D’Amore (“Mr. D’Amore”)

Item 2(b)	Address of Principal Business Office or, if None, Residence:

	The address of each of the reporting persons is:

	c/o North Bridge Growth Equity
	950 Winter Street, Suite 4600
	Waltham, Massachusetts 02451

Item 2(c)	Citizenship:

	Managing Manager	Delaware limited liability company

	GP of the GP	Delaware limited liability company

	GP	Delaware limited partnership

	NBGE	Delaware limited partnership

	Mr. Anderson	U.S. citizen

	Mr. D’Amore	U.S. citizen

Item 2(d)	Title of Class of Securities:

	This Schedule 13G report relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Proto Labs, Inc.

Page 8 of 11 pages


CUSIP No. 743713109


Item 2(e)		CUSIP Number:

		743713109

Item 3		Description of Person Filing:

		Not applicable.

Item 4		Ownership:

		(a) Amount Beneficially Owned:

		See Item 5.

		(b) Percent of Class:

		See Item 5.

		(c) Number of Shares as to which the Person has:

		See Item 5.

Item 5		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting
		person has ceased to be the beneficial owner of more than five percent of the class of
		securities, check the following x.

Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(K).

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification:

		Not applicable.

		This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Page 9 of 11 pages


CUSIP No. 743713109

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 10, 2014


NBGE MANAGER, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NORTH BRIDGE GROWTH MANAGEMENT, L.P.

By:		NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NORTH BRIDGE GROWTH EQUITY I, L.P.

By:		North Bridge Growth Management, L.P.

By:		NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

/s/ Edward T. Anderson
EDWARD T. ANDERSON

/s/ Richard A. D’Amore
RICHARD A. D’AMORE

Page 10 of 11 pages


CUSIP No. 743713109

Exhibit I

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Proto Labs, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 10th day of February, 2014.


NBGE MANAGER, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NORTH BRIDGE GROWTH MANAGEMENT, L.P.

By:		NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

NORTH BRIDGE GROWTH EQUITY I, L.P.

By:		North Bridge Growth Management, L.P.

By:		NBGE GP, LLC

By:		NBGE Manager, LLC

By:		/s/ Edward T. Anderson
Name:		Edward T. Anderson
Title:		Manager

/s/ Edward T. Anderson
EDWARD T. ANDERSON

/s/ Richard A. D’Amore
RICHARD A. D’AMORE

Page 11 of 11 pages