Brian G. Ballenger Form 3 DIGI INTERNATIONAL / Brian G. Ballenger 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^*

Ballenger Brian G.

(Last) (First) (Middle)

9350 EXCELSIOR BLVD

SUITE 700

(Street)

HOPKINS MN 55343

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2019

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)
VP Fin, Acting PFO & PAO

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	13,260.37(1)	D

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)	11/24/2019	Common Stock	2,000	8.03	D
Employee Stock Option (right to buy)	(2)	11/22/2021	Common Stock	2,000	10.63	D
Employee Stock Option (right to buy)	(2)	11/20/2022	Common Stock	750	9.35	D
Employee Stock Option (right to buy)	(2)	11/20/2021	Common Stock	2,000	10.81	D
Employee Stock Option (right to buy)	(2)	11/20/2022	Common Stock	1,250	7.4	D
Employee Stock Option (right to buy)	(3)	01/26/2024	Common Stock	2,500	9.03	D
Employee Stock Option (right to buy)	(4)	11/21/2023	Common Stock	3,125	13.5	D
Employee Stock Option (right to buy)	(5)	11/28/2024	Common Stock	12,500	10.33	D
Employee Stock Option (right to buy)	(6)	12/06/2025	Common Stock	12,500	11.23	D

Explanation of Responses:

1. Includes 11,530 Restricted Stock Units that are subject to the terms and conditions set forth in the restricted stock unit award agreement and future vesting conditions.

2. Fully vested.

3. The option vests as to 25% of the shares on January 26, 2017 and thereafter in 36 monthly installments.

4. The option vests as to 25% of the shares on November 21, 2017 and thereafter in 36 monthly installments.

5. The option vests as to 25% of the shares on November 28, 2018 and thereafter in 36 monthly installments.

6. The option vests as to 25% of the shares on December 6, 2019 and thereafter in 36 monthly installments.

	/s/ Joshua L. Colburn, attorney-in-fact	02/11/2019
	** 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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