Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Sampsell David H.	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, Corp. Dev, GC & Corp. Sec.
(Last)          (First)          (Middle) 9350 EXCELSIOR BLVD, SUITE 700	3. Date of Earliest Transaction (MM/DD/YYYY) 5/26/2020
(Street) HOPKINS, MN 55343 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/26/2020		M		805	A	$9.35	53854.014	D
Common Stock	5/26/2020		S		805	D	$11.50	53049.014	D
Common Stock	5/27/2020		M		24195	A	$9.35	77244.014	D
Common Stock	5/27/2020		S		24195	D	$11.6029 (1)	53049.014	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	$9.35	5/26/2020		M			805	(2)	11/20/2022	Common Stock	805	$0	24195	D
Employee Stock Option (right to buy)	$9.35	5/27/2020		M			24195	(2)	11/20/2022	Common Stock	24195	$0	0	D

Explanation of Responses:
(1)	Reflects the weighted average price of 24,195 shares of common stock of Digi International Inc. sold by the reporting person in multiple transactions on May 27, 2020 with sale prices ranging from $11.50 to $11.73 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)	Fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sampsell David H. 9350 EXCELSIOR BLVD, SUITE 700 HOPKINS, MN 55343			VP, Corp. Dev, GC & Corp. Sec.

Signatures
/s/ Joshua L. Colburn, Attorney-in-Fact		5/28/2020
**Signature of Reporting Person		Date