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 Number: |
3235-0104 |
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0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/18/2012
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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, HR & Information Tech
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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 |
2,936.831 |
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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11/05/2013 |
Common Stock |
8,000 |
9.65 |
D |
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| Employee Stock Option (right to buy) |
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11/22/2014 |
Common Stock |
7,500 |
14.74 |
D |
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| Employee Stock Option (right to buy) |
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02/28/2015 |
Common Stock |
25,000 |
15.1 |
D |
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| Employee Stock Option (right to buy) |
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11/28/2015 |
Common Stock |
10,000 |
12.73 |
D |
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| Employee Stock Option (right to buy) |
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11/27/2016 |
Common Stock |
20,000 |
13.41 |
D |
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| Employee Stock Option (right to buy) |
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11/27/2017 |
Common Stock |
12,500 |
15.23 |
D |
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| Employee Stock Option (right to buy) |
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11/25/2018 |
Common Stock |
12,500 |
8.49 |
D |
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| Employee Stock Option (right to buy) |
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11/24/2019 |
Common Stock |
35,000 |
8.03 |
D |
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| Employee Stock Option (right to buy) |
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11/23/2020 |
Common Stock |
40,000 |
9.68 |
D |
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| Employee Stock Option (right to buy) |
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11/22/2021 |
Common Stock |
30,000 |
10.63 |
D |
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| Explanation of Responses: |
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|
/s/ Tracy L. Roberts |
01/26/2012 |
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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, Tracy Roberts, hereby authorize and
designate each of David H. Sampsell, Amy C. Seidel,
Joshua L. Colburn and Julie M. Regnier 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 such Form 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 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, 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 20th day of
January, 2012.
/s/ Tracy Roberts
