Sampsell David H. Form 4 DIGI INTERNATIONAL / David H. Sampsell ownership change

SEC Form 4

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^*

Sampsell David H.

(Last) (First) (Middle)

9350 EXCELSIOR BLVD, SUITE 700

(Street)

HOPKINS MN 55343

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [ DGII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Corp. Dev, GC & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/17/2020		M		15,000	A	$12.07	71,659.306(1)	D
Common Stock	11/17/2020		S		15,000	D	$17.2658(2)	56,659.306	D
Common Stock	11/18/2020		M		10,558	A	$12.07	67,217.306	D
Common Stock	11/18/2020		S		9,049	D	$17.4698(3)	58,168.306	D
Common Stock	11/19/2020		M		10,039	A	$12.07	68,207.306	D
Common Stock	11/19/2020		S		8,605	D	$17.0015(4)	59,602.306	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)	$12.07	11/17/2020		M			15,000	(5)	04/27/2021	Common Stock	15,000	$0	35,000	D
Employee Stock Option (right to buy)	$12.07	11/18/2020		M			9,049	(5)	04/27/2021	Common Stock	9,049	$0	25,951	D
Employee Stock Option (right to buy)	$12.07	11/19/2020		M			10,039	(5)	04/27/2021	Common Stock	10,039	$0	15,912	D

Explanation of Responses:

1. Includes 3,610.292 shares acquired under Digi International Inc.'s Employee Stock Purchase Plan between April 2, 2018 and September 30, 2020.

2. Reflects the weighted average price of 15,000 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on November 17, 2020 with sale prices ranging from $17.25 to $17.3275 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.

3. Reflects the weighted average price of 9,049 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on November 18, 2020 with sale prices ranging from $17.40 to $17.655 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.

4. Reflects the weighted average price of 8,605 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on November 19, 2020 with sale prices ranging from $17.00 to $17.045 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.

5. Fully vested.

	/s/ Joshua L. Colburn, Attorney-in-Fact	11/19/2020
	** Signature of Reporting Person	Date
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