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^*

Levin Michael

(Last)

(First)

(Middle)

590 MADISON AVENUE

34TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2010

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	12/02/2010		A		10,225⁽¹⁾	A	$0.978	79,259⁽³⁾	I⁽²⁾	Indirect⁽²⁾
Common Stock	12/02/2010		A		11,136⁽¹⁾	A	$0.898	90,395⁽³⁾	I⁽²⁾	Indirect⁽²⁾
Common Stock								2,315,790⁽⁴⁾	I⁽²⁾	Indirect⁽²⁾
Common Stock								2,000	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)

Explanation of Responses:

1. The shares were issued directly to Metropolitan Venture Partners Corp. ("MetVP Corp.") in respect of board fees for services provided by the Reporting Person. The Reporting Person is a managing director, on the board of directors and is a shareholder of MetVP Corp., which is the general partner of Metropolitan Venture Partners (Advisors), L.P. ("MetVP Advisors"). The Reporting Person is a limited partner in MetVP Advisors, which is the general partner of Metropolitan Venture Partners II, L.P. ("MetVP II").

2. As a result of the foregoing, 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 Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person, for purposes of Section 16 of the Exchange Act or otherwise, 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. Represents the aggregate amount of shares of Common Stock owned by MetVP Corp., including 69,034 shares of Common Stock that were issued to MetVP II for board fees earned by MetVP Corp. that will be assigned to MetVP Corp.

4. Represents the aggregate amount of shares of Common Stock owned by MetVP II, excluding 69,034 shares of Common Stock that were issued to MetVP II for board fees earned by MetVP Corp. that will be assigned to MetVP Corp.

Remarks:

	/s/ Michael Levin	03/14/2011
	** 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.
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