DIGI INTERNATIONAL INC — Director's Dealing 2011

Aug 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2011-08-04

Reporting Person: Kraft Lawrence A (Senior VP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock	M	25000	$3.20	Acquired	25000	Direct
2011-08-04	Common Stock	S	25000	$14.2445	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Employee Stock Option (right to buy)	$3.20	M	25000	Disposed	2013-02-13	Common Stock (25000)	Direct

Footnotes

F1: Reflects the weighted average price of 25,000 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on August 4, 2011 with sale prices ranging from $14.20 to $14.37 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 sold at each separate price.

F2: The option vested as to 25% of the shares on February 13, 2004, and thereafter in 36 equal installments.

F3: The Form 4 filed on May 5, 2011 for the reporting person incorrectly stated that the number of derivative securities beneficially owned following the transaction reported on Table II of that form was zero when it should have reflected that 25,000 derivative securities remained beneficially owned.