SEC FORM 3 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*
Liebl Jeffrey F

(Last) (First) (Middle)
11001 BREN ROAD EAST

(Street)
MINNETONKA MN 55343

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2014
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)
Vice President, Marketing
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)
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) (1) 11/20/2021 Common Stock 50,000 10.81 D
Explanation of Responses:
1. The option vests as to 25% of the shares on Novmeber 20, 2014 and thereafter in 36 monthly installments.
/s/ Joshua L. Colburn, Attorney-in-Fact 01/31/2014
** 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).
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.
                          POWER OF ATTORNEY

     I, Jeffrey F. Liebl, hereby authorize and designate each of
David H. Sampsell, Amy C. Seidel, Joshua L. Colburn, Amra Hoso and
Linda E. Collins signing singly, as my true and lawful
attorney-in-fact to:

          (1)   execute for and on my behalf, in my capacity as an
officer and/or director of Digi International Inc. (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder; and other forms or reports on my
behalf as may be required to file in connection with my ownership,
acquisition, or disposition of securities of the Company, including
Form 144;

          (2)   do and perform any and all acts for and on my behalf
which may be necessary or desirable to complete and execute any Form
3, 4 or 5, or other form or report, including Form ID, complete and
execute any amendment or amendments thereto and timely file such form
with the Securities and Exchange Commission, any stock exchange or
similar authority, and the National Association of Securities
Dealers; and

          (3)   take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be to my benefit, in my best interest, or
legally required of me, it being understood that the statements
executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     I hereby further grant to each such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as I might or could do if personally present,
with full power of substitutes or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein
granted.  I hereby acknowledge that the foregoing attorneys-in-fact,
in serving in such capacity at my request, are not assuming, nor is
the Company assuming, any of my responsibilities to comply with
Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect
until I am no longer required to file Forms 3, 4 and 5 with respect
to my holdings of and transactions in securities issued by the
Company, unless earlier revoked by me in a signed writing delivered
to the foregoing attorneys-in-fact.  Notwithstanding the foregoing,
if any such attorney-in-fact hereafter ceases to be at least one of
the following: (i) an employee of the Company, (ii) a partner of
Faegre Baker Daniels LLP, or (iii) an employee of Faegre Baker
Daniels LLP, then this Power of Attorney shall be automatically
revoked solely as to such individual, immediately upon such
cessation, without any further action on my part.

     I hereby revoke all previous Powers of Attorney that have been
granted by me in connection with my reporting obligations under
Section 16 of the Exchange Act with respect to my holdings of and
transactions in securities issued by the Company.

     IN WITNESS WHEREOF, I have caused this Power of Attorney to be
duly executed as of this 29th day of January, 2014.

/s/ Jeffrey F. Liebl