| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/25/2008 | M | 934,580(1) | A | $2.14 | 1,118,427 | I | Indirect(2) | ||
| Common Stock | 09/25/2008 | M | 233,650(1) | A | $2.14 | 1,352,077 | I | Indirect(2) | ||
| Common Stock | 09/25/2008 | M | 178,570(1) | A | $1.4 | 1,530,647 | I | Indirect(2) | ||
| Common Stock | 11/20/2008 | M | 400,000 | A | $0.75 | 1,930,647 | I | Indirect(2) | ||
| Common Stock | 11/20/2008 | M | 176,508 | A | $0.93 | 2,107,155 | I | Indirect(2) | ||
| Common Stock | 11/20/2008 | M | 135,502 | A | $0.92 | 2,242,657 | I | Indirect(2) | ||
| Common Stock | 11/20/2008 | M | 100,000 | A | $0.01 | 2,342,657 | I | Indirect(2) | ||
| Common Stock | 01/09/2009 | A | 36,703(3) | A | $0.54 | 2,379,630 | I | Indirect(2) | ||
| Common Stock | 01/09/2009 | A | 5,464(3) | A | $1.83 | 2,384,824(5) | I | Indirect(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | $2.14 | 09/25/2008 | M | 934,580 | 10/04/2002 | 09/25/2008 | Common Stock | 934,580 | $0 | 0 | I | Indirect(2) | |||
| Series A Preferred Stock | $2.14 | 09/25/2008 | M | 233,650 | 01/06/2003 | 09/25/2008 | Common Stock | 233,650 | $0 | 0 | I | Indirect(2) | |||
| Series A Preferred Stock | $1.4 | 09/25/2008 | M | 178,570 | 06/05/2003 | 09/25/2008 | Common Stock | 178,570 | $0 | 0 | I | Indirect(2) | |||
| Option to Purchase | $0.75 | 11/20/2008 | M | 400,000 | 12/01/2005 | 12/01/2008 | Common Stock | 400,000 | $0 | 0 | I | Indirect(2) | |||
| Common Stock Warrant (Right to Buy) | $0.93 | 11/20/2008 | M | 176,508 | 12/18/2005 | 12/18/2008 | Common Stock | 176,508 | $0 | 0 | I | Indirect(2) | |||
| Common Stock Warrant (Right to Buy) | $0.92 | 11/20/2008 | M | 135,502 | 03/15/2006 | 03/15/2009 | Common Stock | 135,502 | $0 | 0 | I | Indirect(2) | |||
| Common Stock Warrant (Right to Buy) | $0.01 | 11/20/2008 | M | 150,000 | 12/10/2005 | 12/10/2008(4) | Common Stock | 150,000 | $0 | 0 | I | Indirect(2) | |||
| Common Stock Warrant (Right to Buy) | $0.01 | 11/20/2008 | M | 100,000 | 03/13/2005 | 03/28/2012 | Common Stock | 100,000 | $0 | 0 | I | Indirect(2) | |||
| Explanation of Responses: |
| 1. Series A Convertible Preferred Stock automatically converted to Common Stock on a 1-for-10 basis on September 25, 2008. |
| 2. The securities are owned by Metropolitan Venture Partners II, L.P. ("Met VP"). The Reporting Person is (a) a managing director of MetVP, (b) a limited partner in Metropolitan Venture Partners (Advisors), L.P. ("Advisors"), the general partner of the MetVP and (c) a director and shareholder of Metropolitan Venture Partners Corp., the general partner of Advisors. Accordingly, the Reporting Person may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), to beneficially and indirectly own the securities disclosed on this Form 4. Pursuant to Exchange Act Rule 16a-1(a)(4), this filing shall not be deemed an admission that Reporting Person, is the beneficial owner of the securities in excess of the amount of the Reporting Person's pecuniary interest therein, and the Reporting Person disclaims beneficial ownership of such shares. |
| 3. Shares were issued directly to MetVP in respect of director fees. |
| 4. Expired without being exercised. |
| 5. Does not include 2,000 shares of Common Stock owned directly by the Reporting Person. |
| Remarks: |
| Reporting Person may be deemed to be a director for purposes of Section 16 of the Exchange Act by reason of its right to nominate one person to serve on the Board of Directors of the Company in accordance with terms and conditions of a Stock Purchase and Registration Rights Agreement dated as of September 25, 2002 by and between the Reporting Person and the Issuer. |
| /s/ Michael Levin | 03/19/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||