DIGI INTERNATIONAL INC — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2011-05-12

Reporting Person: Young Joel K (Sr VP Research Dev. and CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common Stock	M	20000	$5.2	Acquired	20000	Direct
2011-05-12	Common Stock	S	20000	$11.4594	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Employee Stock Option (right to buy)	$5.2	M	20000	Disposed	2011-09-21	Common Stock (20000)	Direct

Footnotes

F1: The price in Column 4 is the volume weighted average sale price. These shares were sold in multiple transactions at prices ranging from $11.3438 to $11.5700. The reporting person undertakes to prove to Digi International Inc. any security holder of Digi International Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote (1) to Form 4.

F2: The option vested as to as to 50% of the shares on September 28, 2002, and 50% of the shares on September 28, 2003.