UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DIGITAL LINK CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
253856 10 8
(CUSIP Number)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 12
The Exhibit Index is located at page 11.
SCHEDULE 13G
CUSIP No. 253856 10 8 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VINITA GUPTA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER
OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 4,042,602 (BENEFICIAL OWNERSHIP OF
OWNED 916,500 OF THESE SHARES IS DISCLAIMED)
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON
8 SHARED DISPOSITIVE POWER
WITH 4,042,602 (BENEFICIAL OWNERSHIP OF
916,500 OF THESE SHARES IS DISCLAIMED)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,042,602* (BENEFICIAL OWNERSHIP OF 916,500 OF THESE
SHARES IS DISCLAIMED)
*7,915 SHARES ARE SUBJECT TO OPTIONS THAT ARE EXERCISABLE
WITHIN 60 DAYS OF DECEMBER 31, 1996
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.9%
12 TYPE OF REPORTING PERSON*
IN
Item 1. Issuer's Name and Address of Principal Executive
Offices:
(a) Digital Link Corporation
(b) 217 Humboldt Court, Sunnyvale, California 94089
Item 2. Information Concerning Person Filing:
(a) Vinita Gupta
(b) 217 Humboldt Court, Sunnyvale, California 94089
(c) U.S.A.
(d) Common Stock
(e) 253856 10 8
Item 3. Status of Person Filing:
Not applicable.
Item 4. Ownership:
(a) 4,042,602*
(b) 43.9%
(c) (i) Sole power to vote or to direct vote: 0 shares*
(ii) Shared power to vote or to direct vote:
4,042,602 shares*
(iii) Sole power to dispose or to direct the
disposition: 0 shares*
(iv) Shared power to dispose or to direct the
disposition: 4,042,602 shares*
*Beneficial ownership of all or some of these
shares is disclaimed as set forth on Page 2 of
this statement.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person:
(a) As of December 31, 1996, 2,857,387 of these
shares and 7,915 shares subject to options that are
exercisable within 60 days of December 31, 1996 were
beneficially owned by Vinita Gupta and her spouse,
Narendra Gupta.
(b) As of December 31, 1996, 862,500 of these
shares were held in trust for the benefit of the filing
person's children. The filing person, her spouse and a
third party, Kalyan Dutta, are trustees of the trust.
(c) As of December 31, 1996, an aggregate of
54,000 of these shares were held in custodial accounts
for the benefit of the filing person's two children
(27,000 for each child).
(d) As of December 31, 1996, 260,800 of these
shares were held in trust for the benefit of filing person's
living trust. The filing person and her spouse are
settlors and trustees of the trust.
Item 7. Identification and Classification of Subsidiary:
Not applicable.
Item 8. Identification and Classification of Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
SCHEDULE 13G
CUSIP No. 253856 10 8 Page 5 of 12
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NARENDRA K. GUPTA
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER
OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 4,042,602 (BENEFICIAL OWNERSHIP OF
OWNED 916,500 OF THESE SHARES IS DISCLAIMED)
BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 4,042,602 (BENEFICIAL OWNERSHIP OF
916,500 OF THESE SHARES IS DISCLAIMED)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,042,602* (BENEFICIAL OWNERSHIP OF 916,500 OF THESE
SHARES IS DISCLAIMED)
*7,915 SHARES ARE SUBJECT TO OPTIONS THAT ARE EXERCISABLE
WITHIN 60 DAYS OF DECEMBER 31, 1996
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.9%
12 TYPE OF REPORTING PERSON*
IN
Item 1. Issuer's Name and Address of Principal Executive
Offices:
(a) Digital Link Corporation
(b) 217 Humboldt Court, Sunnyvale, California 94089
Item 2. Information Concerning Person Filing:
(a) Narendra K. Gupta
(b) 217 Humboldt Court, Sunnyvale, California 94089
(c) U.S.A.
(d) Common Stock
(e) 253856 10 8
Item 3. Status of Person Filing:
Not applicable.
Item 4. Ownership:
(a) 4,042,602*
(b) 43.9%
(c) (i) Sole power to vote or to direct vote: 0 shares*
(ii) Shared power to vote or to direct vote:
4,042,602 shares*
(iii) Sole power to dispose or to direct the
disposition: 0 shares*
(iv) Shared power to dispose or to direct the
disposition: 4,042,602 shares*
*Beneficial ownership of all or some of these
shares is disclaimed as set forth on Page 5 of
this statement.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
(a) As of December 31, 1996, 2,857,387 of these
shares and 7,915 shares subject to options that are
exercisable within 60 days of December 31, 1996 were
beneficially owned by Narendra K. Gupta and his spouse,
Vinita Gupta.
(b) As of December 31, 1996, 862,500 of these
shares were held in trust for the benefit of the filing
person's children. The filing person, his spouse and a
third party, Kalyan Dutta, are trustees of the trust.
(c) As of December 31, 1996, an aggregate of
54,000 of these shares were held in custodial accounts
for the benefit of the filing person's two children
(27,000 for each child).
(d) As of December 31, 1996, 260,800 of these
shares were held in trust for the benefit of filing
person's living trust. The filing person and his spouse
are settlors and trustees of the trust.
Item 7. Identification and Classification of Subsidiary:
Not applicable.
Item 8. Identification and Classification of Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
SCHEDULE 13G
CUSIP No. 253856 10 8 Page 8 of 12
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GUPTA CHILDREN'S TRUST AGREEMENT
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER
OF 862,500 SHARES
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED
BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 862,500 SHARES
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
862,500 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
12 TYPE OF REPORTING PERSON*
OO
Item 1. Issuer's Name and Address of Principal Executive
Offices:
(a) Digital Link Corporation
(b) 217 Humboldt Court, Sunnyvale, California 94089
Item 2. Information Concerning Person Filing:
(a) Gupta Children's Trust Agreement
(b) 217 Humboldt Court, Sunnyvale, California 94089
(c) U.S.A.
(d) Common Stock
(e) 253856 10 8
Item 3. Status of Person Filing:
Not applicable.
Item 4. Ownership:
(a) 862,500
(b) 9.4%
(c) (i) Sole power to vote or to direct vote:
862,500 shares
(ii) Shared power to vote or to direct vote: 0
(iii) Sole power to dispose or to direct the
disposition: 862,500 shares
(iv) Shared power to dispose or to direct the
disposition: 0
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of Subsidiary:
Not applicable.
Item 8. Identification and Classification of Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: February 13, 1997
/s/ Vinita Gupta
Signature
VINITA GUPTA
Name/Title
/s/ Narendra K. Gupta
Signature
NARENDRA K. GUPTA
Name/Title
/s/ Vinita Gupta
Signature
VINITA GUPTA, Trustee of the
Gupta Children's Trust Agreement
Name/Title
/s/ Narendra K. Gupta
Signature
NARENDRA K. GUPTA, Trustee of the
Gupta Children's Trust Agreement
Name/Title
EXHIBIT INDEX
Sequentially
Exhibit Document Description Numbered Page
A Agreement of Joint Filing 12
EXHIBIT A
Agreement of Joint Filing
Each of the undersigned hereby agrees that they are
filing jointly pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended, the Statement dated February
13, 1997, containing the information required by Schedule 13G,
for the shares of Common Stock of Digital Link Corporation
which they each beneficially hold.
Dated: February 13, 1997
/s/ Vinita Gupta
Signature
VINITA GUPTA
Name/Title
/s/ Narendra K. Gupta
Signature
NARENDRA K. GUPTA
Name/Title
/s/ Vinita Gupta
Signature
VINITA GUPTA, Trustee of the
Gupta Children's Trust Agreement
Name/Title
/s/ Narendra K. Gupta
Signature
NARENDRA K. GUPTA, Trustee of the
Gupta Children's Trust Agreement
Name/Title
