DIGI INTERNATIONAL INC — Director's Dealing 2011

May 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2011-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-04	Common Stock	M	11677	$3.20	Acquired	11677	Direct
2011-05-04	Common Stock	S	11677	$11.507	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-04	Employee Stock Option (right to buy)	$3.20	M	11677	Disposed	2013-02-13	Common Stock (11677)	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 $11.500 to $11.575. 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 25% of the shares on February 13, 2004, and thereafter in 36 equal installments.