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^*

Schneider Terrence G.

(Last)

(First)

(Middle)

9350 EXCELSIOR BLVD

SUITE 700

(Street)

HOPKINS

55343

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2019

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)
	VP, Supply Chain

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	24,416⁽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⁾	08/02/2023	Common Stock	40,000	$10.96	D
Employee Stock Option (right to buy)	⁽³⁾	11/28/2024	Common Stock	12,500	$10.325	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/06/2025	Common Stock	12,500	$11.23	D

Explanation of Responses:

1. Comprised of 15,000 restricted stock units ("RSUs") scheduled to vest in four substantially equal increments on each of August 2, 2017, 2018, 2019 and 2020; 5,061 RSUs scheduled to vest in four substantially equal increments on each of November 28, 2018, 2019, 2020 and 2021; and 4,355 RSUs scheduled to vest in four substantially equal increments on each of December 6, 2019, 2020, 2021 and 2022.

2. The option vests as to 25% of the shares on August 2, 2017 and thereafter in 36 monthly installments.

3. The option vests as to 25% of the shares on November 28, 2018 and thereafter in 36 monthly installments.

4. The option vests as to 25% of the shares on December 6, 2019 and thereafter in 36 monthly installments.

	/s/ Joshua L. Colburn, attorney-in-fact	05/08/2019
	** 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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