SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 6

TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

DIRECT INSITE CORP.

 (Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

25457C 20 7

(CUSIP Number)

Michael Levin

Metropolitan Venture Partners II, L.P.

590 Madison Avenue, 34th Floor

New York, NY 10022

(212) 561-1219

Lawrence D. Hite

Tall Oaks Group LLC

205 Lexington Avenue, 8th Floor

New York, NY 10016

(212) 561-1202

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With copies to:

Scott S. Rosenblum, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

April 22, 2011

(Date of Event Which Requires Filing of This Statement)

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Introduction

This Amendment No. 6 to Schedule 13D (the “Amendment”) is being made on behalf of Metropolitan Venture Partners II, L.P., a Delaware limited partnership (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P., a Delaware limited partnership (“MetVP Advisors”) and Metropolitan Venture Partners Corp., a Delaware corporation (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Michael Levin, Tall Oaks Group LLC (“Tall Oaks”) and Lawrence D. Hite in respect of the common stock of Direct Insite Corp.  The MetVP Entities, Tall Oaks, Mr. Levin and Mr. Hite are collectively referred to herein as the “Reporting Persons.”   Notwithstanding this Amendment, the prior reports on Schedule 13D, as amended, of the MetVP Entities, Tall Oaks, Mr. Levin and Mr. Hite each speaks as of the dates of their respective filings.

Because of the activities of the Reporting Persons with S.A.V.E. Partners III, LLC, a Delaware limited liability company (“SAVE”) and certain of its affiliates referred to in Item 4 below, and the agreement of the Reporting Persons referred to in Item 6 below, the Reporting Persons could be deemed to constitute a “group” with SAVE and its affiliates within the meaning of Rule 13d-4 under the Exchange Act.  Reference is made to the Schedule 13D filed by SAVE, Craig W. Thomas and Bradley M. Tirpak with the SEC on March 11, 2011, as amended from time to time, for information concerning the interests of such parties in respect of the common stock of Direct Insite Corp.  Nothing contained herein shall be deemed to be an admission by the Reporting Persons that they constitute a group with SAVE, Mr. Thomas, Mr. Tirpak or any of its or their affiliates. 

Because of the agreement of the Reporting Persons with Thomas C. Lund referred to in Item 6 below and related discussions with Mr. Lund, the Reporting Persons could be deemed to constitute a “group” with Mr. Lund meaning of Rule 13d-4 under the Exchange Act. Reference is made to the Schedule 13D filed by Mr. Lund with the SEC on June 15, 2007, as amended from time to time, for information concerning the interests of Mr. Lund in respect of the common stock of Direct Insite Corp. Nothing contained herein shall be deemed to be an admission by the Reporting Persons that they constitute a group with Mr. Lund.

Item 4.   Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

The Reporting Persons and SAVE intend to nominate Michael Levin, Craig W. Thomas, Thomas C. Lund, John J. Murabito and Philip Summe for election as directors at the Company’s 2011 Annual Meeting, which the Company has indicated will be held on May 25, 2011.  MetVP II has entered into agreements to indemnify such nominees in connection with their nomination and service as a nominee, subject to certain limitations.  MetVP II has also agreed to pay each of Messrs. Lund, Murabito and Summe 15,000 shares of the common stock for acting as a nominee and to reimburse them for out-of-pocket expenses incurred in connection with serving as a nominee.  The nominees would not be entitled to additional compensation, or to continued indemnification by MetVP II for any future acts or omissions, once elected to the Company’s board of directors.

The Reporting Persons are in discussions to gauge the interest of other stockholders in voting for the nominees identified in this Item 4 at the annual meeting.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding the following:

On April 22, 2011, the MetVP Entities, Tall Oaks, Mr. Levin, Mr. Hite, SAVE, Mr. Thomas, Mr. Tirpak and Mr. Lund entered into a Voting and Joint Solicitation Agreement (the “Voting Agreement”).  Among other things, the Voting Agreement provides that the parties thereto will work in good faith to elect the nominees identified in Item 4 and to take such other action as they deem advisable or necessary to achieve such election.  In addition, the Voting Agreement provides that each of the parties thereto will vote or cause to be voted all shares of the Company he or it directly and beneficially owns in favor of the nominees.  The Voting Agreement will terminate on the earlier to occur of December 31, 2011 and the election of the nominees, unless earlier terminated in writing by the parties thereto. A copy of the Voting Agreement is filed as an exhibit to this Schedule 13D.

Item 7.   Material to be Filed as Exhibits.

The following document is filed as an exhibit:

Exhibit 99.3 Voting and Joint Solicitation Agreement dated as of April 22, 2011 by and among the MetVP Entities, Tall Oaks, Mr. Levin, Mr. Hite, SAVE, Mr. Thomas, Mr. Tirpak and Mr. Lund.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to MetVP II is true, complete and correct.

Dated: April 25, 2011

                METROPOLITAN VENTURE PARTNERS II, L.P.

                          By: METROPOLITAN VENTURE PARTNERS (ADVISORS), L.P., its general partner

                                  By: METROPOLITAN VENTURE PARTNERS CORP., its general partner

                                                 By: /s/ Michael Levin

                                                   Name: Michael Levin

                                                   Title:  Vice President of Finance

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to MetVP Advisors is true, complete and correct.

Dated:  April 25, 2011

                METROPOLITAN VENTURE PARTNERS (ADVISORS), L.P.

                                    By: METROPOLITAN VENTURE PARTNERS CORP., its general partner

                                                By: /s/ Michael Levin

                                                   Name: Michael Levin

                                                   Title:  Vice President of Finance

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to MetVP Corp is true, complete and correct.

Dated: April 25, 2011

                 METROPOLITAN VENTURE PARTNERS CORP.

                                                 By: /s/ Michael Levin

                                                   Name: Michael Levin

                                                   Title:  Vice President of Finance

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Tall Oaks is true, complete and correct.

Dated: April 25, 2011

                   TALL OAKS GROUP LLC

                                                By: /s/ Lawrence D. Hite

                                                   Name: Lawrence D. Hite

                                                   Title:  Managing Member

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.

/s/ Michael Levin

Michael Levin

/s/Lawrence D. Hite

Lawrence D. Hite

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EX-99.3

Exhibit 99.3

VOTING AND JOINT SOLICITATION AGREEMENT

This Voting and Joint Solicitation Agreement (this “Agreement”), dated as of April 22, 2011, is made by and among Metropolitan Venture Partners II, L.P. (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Michael Levin, Tall Oaks Group LLC (“Tall Oaks”), Lawrence D. Hite, Thomas C. Lund, Craig W. Thomas, Bradley M. Tirpak and S.A.V.E. Partners III, LLC (“SAVE” and, collectively with the MetVP Entities and Messrs. Levin, Hite, Lund, Thomas and Tirpak, the “Parties,” and each a “Party”), each solely in his or its capacity as a beneficial owner of shares of common stock, par value $0.0001 per share (the “Shares”), of Direct Insite Corp., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Parties wish to participate in a solicitation to elect the board of directors of the Company (the “Board”), by means of either (i) a solicitation of written consents (a “Consent Solicitation”) to elect directors without a meeting or (ii) a solicitation of proxies (a “Proxy Solicitation” and, together with the Consent Solicitation, a “Solicitation”) to elect directors at a meeting of stockholders held for that purpose.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Conduct of the Solicitation.

(a)Each of the Parties agrees to (i) work in good faith towards conducting a Solicitation to elect as directors of the Company the slate of candidates (the “Slate”) as identified on Appendix I to this Agreement, (ii) take such other actions as the Parties deem advisable, and (iii) take all other action necessary or advisable to achieve the foregoing.

(b)If any candidate on the Slate is unable or unwilling to serve, SAVE shall be entitled to select a replacement candidate for Craig W. Thomas and the MetVP Entities shall be entitled to select a replacement candidate for Michael Levin, John J. Murabito or Philip Summe.  Mr. Lund shall be entitled to select a replacement candidate for himself if he is unable or unwilling to serve.

(c)Each of the Parties agrees to vote or to cause to be voted all Shares he or it directly and beneficially owns by virtue of his or its direct and indirect holdings of Shares (whether now owned or hereafter directly or indirectly acquired) in favor of the Slate (including any replacement candidate(s)) for election to the Board.

2.Identity and Holdings of Parties.

(a)Each of the Parties represents and warrants that Appendix II to this Agreement sets forth all of the Shares held by him or it as of the date hereof and that he or it owns all right, title and interest in the Shares listed next to his or its name on Appendix II attached hereto free and clear of all liens, claims, encumbrances and interests (by participation or otherwise) of others and has not hedged, acquired a put or otherwise shifted his or its risk of loss with respect to such Shares and is subject to all risk of loss in respect of such Shares and is not in possession of and has not acquired any contractual or derivative right to accomplish such a shifting of economic loss.

(b)Except for the Shares set forth on Appendix II attached hereto, each of the Parties represents that neither he or it nor any of his or its respective affiliates has any beneficial ownership of any Shares, directly or indirectly.

(c)Each of the Parties represents that he or it owns and has the right to vote or cause to be voted, or holds voting control and has the right to vote or cause to be voted, the number of Shares he or it directly and beneficially owns set forth opposite his or its name on Appendix II attached hereto.

(d)Each of the Parties represents that he or it has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to the Shares.

3.Sale of Shares.  For so long as this Agreement has not been terminated, each Party agrees not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly, any Shares beneficially owned by him or it, or to issue or grant any option, interest in or right to acquire any Shares beneficially owned by him or it, or loan out shares to another so that they cannot be voted, except to an affiliate of the Party that agrees in writing to be bound by the terms of this Agreement.

4.  Other Activities.  No Party will, or will cause its affiliates to, “act in concert” (as contemplated in Rule 10b-18(a)(3)(i) of the Securities Exchange Act of 1934, as amended) or otherwise directly or indirectly seek to form a group with any person with respect to the Company or any Shares other than with the Parties hereto or persons, if any, that become parties hereto in accordance with the terms of this Agreement.

5.   Expenses.  Each Party shall be responsible for paying all of his or its own costs and expenses incurred in connection with the matters contemplated by this Agreement, unless otherwise provided for in a written nomination agreement.  In addition, the Parties agree to seek reimbursement from the Company for the aggregate of their respective expenses incurred in connection with a Solicitation.

6.   Termination.  This Agreement shall automatically terminate on the earlier of (i) December 31, 2011, or (ii) the election of the Slate to the Board, unless terminated prior to such date pursuant to a mutual written agreement of all Parties.

7.   No Breach of Duty.  Nothing in this Agreement shall require any Party to take any action that would cause his or its affiliate to breach any fiduciary duties owed to the Company or its stockholders under applicable law or judicial precedent.

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8.   Relationship of Parties.  The relationship of the parties hereto shall be limited to carrying on the business of the Parties in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. 

9.   Amendments.  This Agreement may not be modified or amended except in a writing signed by all Parties.

10.Governing Law.  This Agreement shall be construed in accordance with, and shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction

11.Headings.  The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

12.Limitation on Assignment; Successors and Permitted Assigns.  Except as explicitly provided herein, none of the Parties hereto may assign any of his or its respective rights or obligations under this Agreement without the prior written consent of the other Party.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and representatives.

13.No Third Party Beneficiaries.  Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties hereto and no other person or entity.

14.Specific Performance.  Each Party agrees that money damages would not be a sufficient remedy for a breach or a threatened breach of this Agreement and that each Party shall be entitled to specific performance and injunctive or other equitable relief without the posting of a bond or other security as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity.  Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach.

15.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Metropolitan Venture Partners II, L.P.
	By:	Metropolitan Venture Partners (Advisors), L.P., its general partner
	By:	Metropolitan Venture Partners Corp., its general partner
	By:	/s/ Michael Levin
		Name:	Michael Levin
		Title:	Vice President of Finance

Metropolitan Venture Partners (Advisors), L.P.
	By:	Metropolitan Venture Partners Corp., its general partner
	By:	/s/ Michael Levin
		Name:	Michael Levin
		Title:	Vice President of Finance

Metropolitan Venture Partners Corp.
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

/s/ Michael Levin                                               

Michael Levin

Tall Oaks Group LLC
By:	/s/ Lawrence D. Hite
	Name:	Lawrence D. Hite
	Title:	Managing Member

/s/ Lawrence D. Hite                                         

Lawrence D. Hite

/s/ Thomas C. Lund                                          

Thomas C. Lund

/s/ Craig W. Thomas                                        

Craig W. Thomas

/s/ Bradley M. Tirpak                                       

Bradley M. Tirpak

S.A.V.E. Partners III, LLC
By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Managing Member

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APPENDIX I

Michael Levin

Thomas C. Lund

John J. Murabito

Philip Summe

Craig W. Thomas

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APPENDIX II

Stockholder	Notice Information	Shares of Common Stock Directly Owned	Shares of Common Stock Beneficially Owned
Metropolitan Venture Partners II, L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,315,790
Metropolitan Venture Partners (Advisors), L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201		2,315,790
Metropolitan Venture Partners Corp.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	90,395	2,406,185
Michael Levin	590 Madison Ave 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,000	2,408,185
Tall Oaks Group LLC	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	78,187
Lawrence D. Hite	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	179,424	2,663,796
Thomas C. Lund	7613 Bay Colony Drive Naples, FL 34109		403,633

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Stockholder Notice Information   Shares of Common Stock Directly Owned Shares of Common Stock Beneficially Owned

Craig W. Thomas	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330		585,348
Bradley M. Tirpak	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  212-533-6940		585,348
S.A.V.E. Partners III, LLC	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330	585,348

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