DIGI INTERNATIONAL INC — Director's Dealing 2012

Nov 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2011-11-22

Reporting Person: DUNSMORE JOSEPH T (Director, Chairman, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-22	Employee Stock Option (right to buy)	$10.63	M	165000	Acquired	2021-11-22	Common Stock (165000)	Direct
2012-11-20	Employee Stock Option (right to buy)	$9.35	M	165000	Acquired	2022-11-20	Common Stock (165000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8766.187	Direct

Footnotes

F1: Includes 6,453.925 shares acquired under Digi International Inc.'s Employee Stock Purchase Plan between September 30, 2009 and September 30, 2012.

F2: The option vests as to 25% of the shares on November 22, 2012 and thereafter in 36 monthly installments.

F3: The option vests as to 25% of the shares on November 20, 2013 and thereafter in 36 monthly installments.