DIGI INTERNATIONAL INC — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2014-05-28

Reporting Person: Riley Kevin C. (Senior Vice President, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	A	22500	—	Acquired	24443.971	Direct

Footnotes

F1: Restricted stock units scheduled to vest in three substantially equal increments on each of January 16, 2015, 2016 and 2017.

F2: Includes 999.952 shares acquired under Digi International Inc.'s Employee Stock Purchase Plan between October 1, 2013 and March 31, 2014.