Ueland Michael A. Form 3 DIGI INTERNATIONAL / Michael A. Ueland ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ueland Michael A.

(Last) (First) (Middle)

11001 BREN ROAD EAST

(Street)

MINNETONKA MN 55343

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Products

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	56,965(1)	D
Common Stock	19,000	I	By IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	11/01/2023	Common Stock	100,000	9.75	D
Employee Stock Option (right to buy)	(3)	11/28/2024	Common Stock	27,500	10.325	D

Explanation of Responses:

1. Includes 37,500 restricted stock units scheduled to vest in three equal installments on each of November 1, 2018, 2019 and 2020 and 11,134 restricted stock units scheduled to vest in four substantially equal installments on each of November 28, 2018, 2019, 2020, and 2021.

2. Vested with respect to 25% of the shares as of November 1, 2017, with the remainder scheduled to vest in 36 monthly installments thereafter.

3. Scheduled to vest with respect to 25% of the shares on November 28, 2018 and thereafter in 36 monthly installments.

Remarks:

No securities are beneficially owned.

	/s/ Joshua L. Colburn, Attorney-in-Fact	11/05/2018
	** 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 5 (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).
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