DIGI INTERNATIONAL INC — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2014-01-21

Reporting Person: Jackson Guy C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-21	Common Stock	M	17000	$10.55	Acquired	29438	Direct
2014-01-21	Common Stock	S	17000	$12.3576	Disposed	12438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Stock Option (right to buy)	$10.55	M	17000	Disposed	2014-01-22	Common Stock (17000)	Direct

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2013. The transactions reported on this Form 4 conclude the transactions contemplated by the Rule 10b5-1 trading plan.

F2: Reflects the weighted average price of 17,000 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on January 21, 2014 with sale prices ranging from $12.29 to $12.405 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.

F3: Fully vested.