Digi International Inc.

11/29/2024 | Press release | Distributed by Public on 11/29/2024 17:06

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Schneider Terrence G.
2. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [DGII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, SUPPLY CHAIN
(Last) (First) (Middle)
9350 EXCELSIOR BLVD, SUITE 700 		3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024
(Street)
HOPKINS, MN 55343 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/26/2024 M 422 A $11.23 36,057 D
Common Stock 11/26/2024 S 422 D $33.028(1) 35,635 D
Common Stock 11/26/2024 S 99 D $33.0187(2) 35,536 D
Common Stock 11/26/2024 A 6,274(3) A $32.64 41,810 D
Common Stock 11/29/2024 S 2,808 D $33.0613(4) 39,002 D
Common Stock 11/29/2024 M 12,078 D $33.0788(5) 26,924 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $11.23 11/26/2024 M 422 (6) 12/06/2025 Common Stock 422 $ 0 0 D
Employee Stock Option (right to buy) $11.23 11/29/2024 M 12,078 (6) 12/06/2025 Common Stock 12,078 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schneider Terrence G.
9350 EXCELSIOR BLVD
SUITE 700
HOPKINS, MN 55343 		VP, SUPPLY CHAIN

Signatures

/s/ Joshua L. Colburn, Attorney-in-Fact 11/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Reflects the weighted average price of 422 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on November 26, 2024 with sale prices ranging from $33.005 to $33.040 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(2) Reflects the weighted average price of 99 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on November 26, 2024 with sale prices ranging from $33.015 to $33.040 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3) Restricted stock units scheduled to vest in four substantially equal increments on each of November 26, 2025, 2026, 2027 and 2028.
(4) Reflects the weighted average price of 2,808 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on November 29, 2024 with sale prices ranging from $33.00 to $33.165 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5) Reflects the weighted average price of 12,078 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on November 29, 2024 with sale prices ranging from $33.00 to $33.3925 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(6) Fully vested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.