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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 9350 EXCELSIOR BLVD |
| SUITE 700 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
02/06/2019
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3. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC
[ DGII ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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VP Fin, Acting PFO & PAO
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
13,260.37
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D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
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11/24/2019 |
Common Stock |
2,000 |
8.03 |
D |
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| Employee Stock Option (right to buy) |
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11/22/2021 |
Common Stock |
2,000 |
10.63 |
D |
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| Employee Stock Option (right to buy) |
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11/20/2022 |
Common Stock |
750 |
9.35 |
D |
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| Employee Stock Option (right to buy) |
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11/20/2021 |
Common Stock |
2,000 |
10.81 |
D |
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| Employee Stock Option (right to buy) |
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11/20/2022 |
Common Stock |
1,250 |
7.4 |
D |
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| Employee Stock Option (right to buy) |
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01/26/2024 |
Common Stock |
2,500 |
9.03 |
D |
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| Employee Stock Option (right to buy) |
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11/21/2023 |
Common Stock |
3,125 |
13.5 |
D |
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| Employee Stock Option (right to buy) |
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11/28/2024 |
Common Stock |
12,500 |
10.33 |
D |
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| Employee Stock Option (right to buy) |
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12/06/2025 |
Common Stock |
12,500 |
11.23 |
D |
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| Explanation of Responses: |
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/s/ Joshua L. Colburn, attorney-in-fact |
02/11/2019 |
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** 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, Brian G. Ballenger, hereby authorize and designate each of David H.
Sampsell, Amy C. Seidel, Joshua L. Colburn,and Amra Hoso
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"), Form ID and 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 such 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 6th day of February, 2019.
/s/ Brian G. Ballenger
