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* SNYDER STEVEN E (Last) (First) (Middle) 11001 BREN ROAD EAST (Street) MINNETONKA MN 55343 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/30/2010	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) SVP, CFO & Treasurer	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

Explanation of Responses:

No securities are beneficially owned.

	/s/Steven E. Snyder	11/30/2010
	** 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.
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POWER OF ATTORNEY

  I, Steven Snyder, hereby authorize and
designate each of James E. Nicholson, Amy
C. Seidel, John A. Haveman, Joshua L.
Colburn, Michael N. Molepske and Katherine
Laursen 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 Inc. (the "Company"), Forms ID, 3, 4
and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder;

  (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 ID, 3, 4 or 5 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 ID, 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 either an employee of the Company,
or a partner or employee of Faegre &
Benson LLP, 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 30th day of November, 2010.

	/s/Steven E. Snyder