Digi International Inc. (NASDAQ:DGII) Files An 8-K Changes in Registrant’s Certifying Accountant

Item4.01.

On December13, 2016, the Audit Committee of the Board of
Directors of Digi International Inc. dismissed
PricewaterhouseCoopers LLP, which had been serving as our
independent registered public accounting firm.

The reports of PricewaterhouseCoopers LLP on our consolidated
financial statements as of and for the past two years ended
September30, 2016 and September30, 2015 contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles.

During the two most recent years ended September30, 2016 and
September30, 2015 and the subsequent interim period through and
including December13, 2016, there were no disagreements between
us and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PricewaterhouseCoopers LLP, would have
caused PricewaterhouseCoopers LLP to make reference thereto in
their reports on the financial statements for such years.

During the two most recent years ended September30, 2016 and
September30, 2015 and the subsequent interim period through and
including December13, 2016, there have been no reportable events
(as defined in Item304(a)(1)(v)of Regulation S-K), except for the
material weakness in our internal control over financial
reporting disclosed in our Form 10-K for the year ended
September30, 2016. As disclosed in the Form 10-K, we did not
design effective controls to identify and maintain segregation of
duties between the ability to create and post manual journal
entries to the general ledger system for a key accounting
individual as we moved locations at one of our subsidiaries,
impacting the accuracy and completeness of all key accounts and
disclosures at our German subsidiary. Specifically, the
individual was assigned system access to both prepare and post
journal entries, while holding responsibility for review of
certain monthly account reconciliations, without his entries
being subject to an independent review. Our Audit Committee
discussed the subject matter of this reportable event with
PricewaterhouseCoopers LLP. We authorized PricewaterhouseCoopers
LLP to respond fully and without limitation to all requests of
Grant Thornton LLP concerning all matters related to the audited
period by PricewaterhouseCoopers LLP, including with respect to
the subject matter of the reportable event.

We provided PricewaterhouseCoopers LLP with a copy of the
disclosures required by Item304 of Regulation S-K contained in
this Current Report on Form 8-K and requested that
PricewaterhouseCoopers LLP furnish us with a letter addressed to
the Securities and Exchange Commission stating whether
PricewaterhouseCoopers LLP agrees with the above statements made
by us in this Current Report on Form 8-K and, if not, stating the
respects in which it does not agree. A copy of
PricewaterhouseCoopers LLPs letter, dated December16, 2016, is
filed as Exhibit 16.1 to this Current Report on Form 8-K.

On December13, 2016, the Audit Committee approved the engagement
of Grant Thornton LLP, effective December14, 2016, to audit our
financial statements for the year ending September30, 2017. The
decisions were recommended and approved by the Audit Committee
following a consideration of auditor rotation with a process that
commenced in April 2016 and involved consideration of multiple
proposals.

During the two most recent years ended September30, 2016 and
September30, 2015 and the subsequent interim period through and
including December13, 2016, we did not consult with Grant
Thornton LLP regarding either (i)the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
our financial statements, and no written report or oral advice
was provided that Grant Thornton LLP concluded was an important
factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii)any
matter that was either the subject of a disagreement as that term
is defined in Item304(a)(1)(iv) of Regulation S-K or a reportable
event as that term is defined in Item304(a)(1)(v) of Regulation
S-K.

The following exhibit is filed herewith:

About Digi International Inc. (NASDAQ:DGII)

Digi International Inc. is a provider of mission and business-critical machine-to-machine (M2M) and Internet-of-Things (IoT) connectivity products and services. The Company creates connected products and deploys and manages critical communications infrastructures in a range of environments. It offers four categories of hardware products: cellular routers and gateways, radio frequency (RF), embedded and network products. The Company’s cellular product category includes its cellular routers and all gateways. The Company’s RF product category includes its XBee modules, as well as other RF Solutions. Its embedded product category includes Digi Connect and Rabbit embedded systems on module and single board computers. Its network product category includes console and serial servers and universal serial bus (USB) connected products. The Company’s service offerings include wireless design services, Digi Device Cloud (which includes Digi Remote Manager) and enterprise support services.

Digi International Inc. (NASDAQ:DGII) Recent Trading Information

Digi International Inc. (NASDAQ:DGII) closed its last trading session up +0.40 at 14.10 with 130,229 shares trading hands.