DIGI INTERNATIONAL INC — Director's Dealing 2009

Feb 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2009-02-06

Reporting Person: KRISHNAN SUBRAMANIAN (Senior V.P., CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-31	Common Stock	J	769.419	$9.758	Acquired	17655.044	Direct
2008-06-30	Common Stock	J	950.162	$6.843	Acquired	18605.206	Direct
2008-09-30	Common Stock	J	374.740	$6.753	Acquired	18979.946	Direct
2009-02-06	Common Stock	M	20000	$2.4	Acquired	38979.946	Direct
2009-02-06	Common Stock	S	20000	$8.2745	Disposed	18979.946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-06	Common Stock (right to buy)	$2.40	M	20000	Disposed	2012-11-05	Common Stock (20000)	Direct

Footnotes

F1: Employee Stock Purchase Plan acquisition.

F2: Reflects the weighted average price of 20,000 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 6, 2009 with sale prices ranging from $8.20 to $8.48 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 purchased or sold at each separate price.

F3: Not applicable.