DIGI INTERNATIONAL INC — Director's Dealing 2010

Feb 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2010-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-10	Common Stock	M	6375	$5.75	Acquired	28292.94	Direct
2010-02-10	Common Stock	S	6375	$9.5132	Disposed	21917.94	Direct
2010-02-11	Common Stock	M	52424	$5.75	Acquired	74341.94	Direct
2010-02-11	Common Stock	S	52424	$9.2845	Disposed	21917.94	Direct
2010-02-12	Common Stock	M	23140	$5.75	Acquired	45057.94	Direct
2010-02-12	Common Stock	S	23140	$9.4805	Disposed	21917.94	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-10	Stock Option (right to buy)	$5.75	M	6375	Disposed	2010-04-27	Common Stock (6375)	Direct
2010-02-11	Stock Option (right to buy)	$5.75	M	52424	Disposed	2010-04-27	Common Stock (52424)	Direct
2010-02-12	Stock Option (right to buy)	$5.75	M	23140	Disposed	2010-04-27	Common Stock (23140)	Direct

Footnotes

F1: Includes a total of 2,937.994 shares of Common Stock the reporting person acquired during 2009 through the Digi International Inc. Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(c) with prices ranging from $6.583 to $7.263.

F2: The shares reported as being sold represent a portion of the 85,000 shares of Common Stock that may be acquired and sold upon the exercise of a stock option that expires on April 27, 2010.

F3: Reflects the weighted average price of 6,375 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 10, 2010 with sale prices ranging from $9.45 to $9.56 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.

F4: Reflects the weighted average price of 52,424 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 11, 2010 with sale prices ranging from $9.21 to $9.36 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.

F5: Reflects the weighted average price of 23,140 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 12, 2010 with sale prices ranging from $9.41 to $9.60 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.