SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Meagher Robert SR

(Last)

(First)

(Middle)

C/O DIGITAL INSIGHT CORPORATION

26025 MUREAU ROAD

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGITAL INSIGHT CORP [ DGIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Emerging Business

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2007		M⁽¹⁾		40,626	A	$13.63	89,918	D
Common Stock	02/06/2007		F⁽¹⁾		22,585	D	$39	67,333	D
Common Stock	02/06/2007		M⁽¹⁾		4,875	A	$16	72,208	D
Common Stock	02/06/2007		F⁽¹⁾		3,952	D	$39	68,256	D
Common Stock	02/06/2007		M⁽¹⁾		8,126	A	$27.37	76,382	D
Common Stock	02/06/2007		F⁽¹⁾		5,081	D	$39	71,301	D
Common Stock	02/06/2007		M⁽¹⁾		16,250	A	$33.05	87,551	D
Common Stock	02/06/2007		F⁽¹⁾		14,675	D	$39	72,876	D
Common Stock	02/06/2007		F⁽²⁾		2,665	D	$39	70,211	D
Common Stock	02/06/2007		F⁽²⁾		1,974	D	$39	68,237	D
Common Stock	02/06/2007		J⁽¹⁾⁽²⁾		68,237	D	$39	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$13.63	02/06/2007		M⁽¹⁾			40,626	10/01/2005	09/30/2014	Common Stock	40,626	$0	21,875	D
Employee Stock Option (right to buy)	$16	02/06/2007		M⁽¹⁾			8,126	01/31/2006	01/30/2015	Common Stock	8,126	$0	4,375	D
Employee Stock Option (right to buy)	$27.37	02/06/2007		M⁽¹⁾			4,875	09/08/2006	09/07/2015	Common Stock	4,875	$0	2,625	D
Employee Stock Option (right to buy)	$33.05	02/06/2007		M⁽¹⁾			16,250	⁽¹⁾	02/28/2016	Common Stock	16,250	$0	8,750	D
Employee Stock Option (right to buy)	$13.63	02/06/2007		D⁽³⁾			21,875	⁽³⁾	09/30/2014	Common Stock	21,875	$10.96	0	D
Employee Stock Option (right to buy)	$16	02/06/2007		D⁽⁴⁾			4,375	⁽⁴⁾	01/30/2015	Common Stock	4,375	$12.86	0	D
Employee Stock Option (right to buy)	$27.37	02/06/2007		D⁽⁵⁾			2,625	⁽⁵⁾	09/07/2015	Common Stock	2,625	$22.01	0	D
Employee Stock Option (right to buy)	$33.05	02/06/2007		D⁽⁶⁾			8,750	⁽⁶⁾	02/28/2016	Common Stock	8,750	$26.57	0	D

Explanation of Responses:

1. Upon completion of the merger between the Issuer and Intuit Inc., unvested stock options held by the Reporting Person are accelerated and net exercised and the Reporting Person will receive a cash payment, without interest, for the net exercised stock options equal to the difference between $39.00 per share multiplied by the number of Issuer's shares subject to the stock options, less the aggregate exercise price of the stock options.

2. Upon completion of the merger between the Issuer and Intuit Inc., unvested restricted stock held by the Reporting Person isaccelerated and net exercised and the Reporting Person will receive a cash payment, without interest, for the net exercised restricted stock equal to the difference between $39.00 per share multiplied by the number of Issuer's shares subject to the restricted stock, less the aggregate exercise price of the restricted stock.

3. This option represents 35% of unvested options held by the Reporting Person prior to the consummation of the merger between the Issuer and Intuit Inc. In connection with the merger, such option was assumed by Intuit Inc. and replaced with an option to purchase 27,207 shares of common stock for $10.96 per share, and will continue to vest in accordance with the original vesting schedule.

4. This option represents 35% of unvested options held by the Reporting Person prior to the consummation of the merger between the Issuer and Intuit Inc. In connection with the merger, such option was assumed by Intuit Inc. and replaced with an option to purchase 5,441 shares of common stock for $12.86 per share, and will continue to vest in accordance with the original vesting schedule.

5. This option represents 35% of unvested options held by the Reporting Person prior to the consummation of the merger between the Issuer and Intuit Inc. In connection with the merger, such option was assumed by Intuit Inc. and replaced with an option to purchase 3,265 shares of common stock for $22.01 per share, and will continue to vest in accordance with the original vesting schedule.

6. This option represents 35% of unvested options held by the Reporting Person prior to the consummation of the merger between the Issuer and Intuit Inc. In connection with the merger, such option was assumed by Intuit Inc. and replaced with an option to purchase 10,883 shares of common stock for $26.57 per share, and will continue to vest in accordance with the original vesting schedule.

Remarks:

	Myra E. Stevens, as Attorney-in-fact for Robert Meagher SR	02/08/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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