DIGI INTERNATIONAL INC — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2012-02-03

Reporting Person: WILLIAMS BRADLEY JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	M	20513	$7.88	Acquired	104978	Direct
2012-02-03	Common Stock	S	10517	$12.0508	Disposed	94461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Stock Option (right to buy)	$7.88	M	20513	Disposed	2019-01-27	Common Stock (20513)	Direct

Footnotes

F1: Reflects the weighted average price of 10,517 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on February 3, 2012 with sale prices ranging from $12.05 to $12.08 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.