SEC Filing | Digi International Inc.

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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^*

Mueller Brenda L

(Last)

(First)

(Middle)

11001 BREN ROAD EAST

(Street)

MINNETONKA

55343

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2010

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)
Corp Cntrlr & Actg Fin Ofcr

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	7,313.793⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	06/11/2011	Common Stock	3,000	9.01	D
Employee Stock Option (right to buy)	⁽²⁾	09/28/2011	Common stock	3,339	5.2	D
Employee Stock Option (right to buy)	⁽²⁾	11/06/2012	Common Stock	5,000	2.4	D
Employee Stock Option (right to buy)	⁽²⁾	11/05/2013	Common stock	10,000	9.65	D
Employee Stock Option (right to buy)	⁽²⁾	11/22/2014	Common Stock	7,500	14.74	D
Employee Stock Option (right to buy)	⁽³⁾	11/28/2015	Common Stock	10,000	12.73	D
Employee Stock Option (right to buy)	⁽⁴⁾	11/27/2016	Common Stock	12,500	13.41	D
Employee Stock Option (right to buy)	⁽⁵⁾	11/27/2017	Common Stock	7,500	15.23	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/25/2018	Common Stock	6,500	8.49	D
Employee Stock Option (right to buy)	⁽⁷⁾	11/24/2019	Common Stock	6,000	8.03	D

Explanation of Responses:

1. All shares purchased pursuant to an employee stock purchase plan.

2. Fully vested.

3. 25% of the option vested on November 28, 2006. The remaining shares of the option vest ratably each month over the next 3 years.

4. 25% of the option vested on November 27, 2007. The remaining shares of the option vest ratably each month over the next 3 years.

5. 25% of the option vested on November 27, 2008. The remaining shares of the option vest ratably each month over the next 3 years.

6. 25% of the option vested on November 25, 2009. The remaining shares of the option vest ratably each month over the next 3 years.

7. 25% of the option will vest on November 24, 2010. The remaining shares of the option vest ratably each month over the next 3 years.

	/s/Brenda L. Mueller	05/14/2010
	** 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.
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, Brenda L. Mueller, hereby authorize and
designate each of James E. Nicholson, Amy C.
Seidel, John A. Haveman, Joshua Colburn,
Michael N. Molepske, Kathy Laursen 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;

(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) a partner
of Faegre & Benson LLP or (ii) an 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 a
of this 11th day of May, 2010.

/s/Brenda L. Mueller