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DIGI INTERNATIONAL INC Director's Dealing 2010

May 14, 2010

31989_dirs_2010-05-14_22cd9412-5d82-4700-8cfb-40f2f380482b.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2010-05-07

Reporting Person: Mueller Brenda L (Corp Cntrlr & Actg Fin Ofcr)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7313.793 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $9.01 2011-06-11 Common Stock (3000) Direct
Employee Stock Option (right to buy) $5.20 2011-09-28 Common stock (3339) Direct
Employee Stock Option (right to buy) $2.40 2012-11-06 Common Stock (5000) Direct
Employee Stock Option (right to buy) $9.65 2013-11-05 Common stock (10000) Direct
Employee Stock Option (right to buy) $14.74 2014-11-22 Common Stock (7500) Direct
Employee Stock Option (right to buy) $12.73 2015-11-28 Common Stock (10000) Direct
Employee Stock Option (right to buy) $13.41 2016-11-27 Common Stock (12500) Direct
Employee Stock Option (right to buy) $15.23 2017-11-27 Common Stock (7500) Direct
Employee Stock Option (right to buy) $8.49 2018-11-25 Common Stock (6500) Direct
Employee Stock Option (right to buy) $8.03 2019-11-24 Common Stock (6000) Direct

Footnotes

F1: All shares purchased pursuant to an employee stock purchase plan.

F2: Fully vested.

F3: 25% of the option vested on November 28, 2006. The remaining shares of the option vest ratably each month over the next 3 years.

F4: 25% of the option vested on November 27, 2007. The remaining shares of the option vest ratably each month over the next 3 years.

F5: 25% of the option vested on November 27, 2008. The remaining shares of the option vest ratably each month over the next 3 years.

F6: 25% of the option vested on November 25, 2009. The remaining shares of the option vest ratably each month over the next 3 years.

F7: 25% of the option will vest on November 24, 2010. The remaining shares of the option vest ratably each month over the next 3 years.