| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [ DGII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/10/2010 | M | 6,375 | A | $5.75 | 28,292.94(1) | D | |||
| Common Stock | 02/10/2010 | S | 6,375(2) | D | $9.5132(3) | 21,917.94 | D | |||
| Common Stock | 02/11/2010 | M | 52,424 | A | $5.75 | 74,341.94 | D | |||
| Common Stock | 02/11/2010 | S | 52,424(2) | D | $9.2845(4) | 21,917.94 | D | |||
| Common Stock | 02/12/2010 | M | 23,140(2) | A | $5.75 | 45,057.94 | D | |||
| Common Stock | 02/12/2010 | S | 23,140 | D | $9.4805(5) | 21,917.94 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $5.75 | 02/10/2010 | M | 6,375 | 04/27/2004 | 04/27/2010 | Common Stock | 6,375 | $0 | 78,625 | D | ||||
| Stock Option (right to buy) | $5.75 | 02/11/2010 | M | 52,424 | 04/27/2004 | 04/27/2010 | Common Stock | 52,424 | $0 | 26,201 | D | ||||
| Stock Option (right to buy) | $5.75 | 02/12/2010 | M | 23,140 | 04/27/2004 | 04/27/2010 | Common Stock | 23,140 | $0 | 3,061 | D | ||||
| Explanation of Responses: |
| 1. Includes a total of 2,937.994 shares of Common Stock the reporting person acquired during 2009 through the Digi International Inc. Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(c) with prices ranging from $6.583 to $7.263. |
| 2. The shares reported as being sold represent a portion of the 85,000 shares of Common Stock that may be acquired and sold upon the exercise of a stock option that expires on April 27, 2010. |
| 3. Reflects the weighted average price of 6,375 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 10, 2010 with sale prices ranging from $9.45 to $9.56 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 purchased or sold at each separate price. |
| 4. Reflects the weighted average price of 52,424 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 11, 2010 with sale prices ranging from $9.21 to $9.36 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 purchased or sold at each separate price. |
| 5. Reflects the weighted average price of 23,140 shares of Common Stock of Digi International Inc. sold by the reporting person in multiple transactions on February 12, 2010 with sale prices ranging from $9.41 to $9.60 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 purchased or sold at each separate price. |
| /s/ Julie M. Regnier, Attorney-in-Fact for Subramanian Krishnan | 02/12/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||