Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
  Roberts Tracy L.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/18/2012		 3. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [DGII]
(Last)
(First)
(Middle)
11001 BREN ROAD EAST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, HR & Information Tech
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MINNETONKA, MN 55343		 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 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 2,936.831
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option (right to buy)   (1) 11/05/2013 Common Stock 8,000 $ 9.65 D  
Employee Stock Option (right to buy)   (1) 11/22/2014 Common Stock 7,500 $ 14.74 D  
Employee Stock Option (right to buy)   (1) 02/28/2015 Common Stock 25,000 $ 15.1 D  
Employee Stock Option (right to buy)   (1) 11/28/2015 Common Stock 10,000 $ 12.73 D  
Employee Stock Option (right to buy)   (1) 11/27/2016 Common Stock 20,000 $ 13.41 D  
Employee Stock Option (right to buy)   (1) 11/27/2017 Common Stock 12,500 $ 15.23 D  
Employee Stock Option (right to buy)   (2) 11/25/2018 Common Stock 12,500 $ 8.49 D  
Employee Stock Option (right to buy)   (3) 11/24/2019 Common Stock 35,000 $ 8.03 D  
Employee Stock Option (right to buy)   (4) 11/23/2020 Common Stock 40,000 $ 9.68 D  
Employee Stock Option (right to buy)   (5) 11/22/2021 Common Stock 30,000 $ 10.63 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Tracy L.
11001 BREN ROAD EAST
MINNETONKA, MN 55343		       VP, HR & Information Tech  

Signatures

/s/ Tracy L. Roberts 01/26/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Fully vested.
(2) 25% of the option vested on November 25, 2009. The remaining shares of the option vest ratably each month over the next 3 years.
(3) 25% of the option vested on November 24, 2010. The remaining shares of the option vest ratably each month over the next 3 years.
(4) 25% of the option vested on November 23, 2011. The remaining shares of the option vest ratably each month over the next 3 years.
(5) 25% of the option will vest on November 22, 2012. The remaining shares of the option vest ratably each month over the next 3 years.

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