DIGI INTERNATIONAL INC — Director's Dealing 2015

May 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIGI INTERNATIONAL INC (DGII)
CIK: 0000854775
Period of Report: 2015-04-28

Reporting Person: Goergen Michael C. (Senior VP/CFO/Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-28	Common Stock	A	50000	—	Acquired	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-28	Employee Stock Option (right to buy)	$10.18	A	100000	Acquired	2025-04-28	Common Stock (100000)	Direct

Footnotes

F1: Restricted stock units scheduled to vest in four substantially equal increments on each of April 28, 2016, 2017, 2018 and 2019.

F2: The option vests as to 25% of the shares on April 28, 2016 and thereafter in 36 monthly installments.