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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hite Lawrence D (Last) (First) (Middle) 205 LEXINGTON AVENUE 8TH FLOOR (Street) NEW YORK NY 10016 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/01/2008		M		100,000	A	$0.75	259,000	D
Common Stock	12/01/2008		F		79,576(1)	D	$0.9425	179,424	D
Common Stock	12/02/2010		A		10,225(2)	A	$0.978	79,259(4)	I(3)	Indirect(3)
Common Stock	12/02/2010		A		11,136(2)	A	$0.898	90,395(4)	I(3)	Indirect(3)
Common Stock								2,315,790(5)	I(3)	Indirect(3)
Common Stock								78,187(6)	I(7)	Indirect(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.75	12/01/2008		M			100,000	12/01/2005	12/01/2008	Common Stock	100,000	$0	0	D

1. Name and Address of Reporting Person* Hite Lawrence D (Last) (First) (Middle) 205 LEXINGTON AVENUE 8TH FLOOR (Street) NEW YORK NY 10016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tall Oaks Group LLC (Last) (First) (Middle) 205 LEXINGTON AVENUE 8TH FLOOR (Street) NEW YORK NY 10016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects 79,576 shares withheld by the Issuer at the market price of $0.9425 per share less an exercise price of $0.75 per share to fund the cashless exercise of 100,000 options.

2. The shares were issued directly to Metropolitan Venture Partners Corp. ("MetVP Corp.") in respect of board fees. The Reporting Person is the Chairman of 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").

3. 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. 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.

4. 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.

5. 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.

6. Represents the aggregate amount of shares of Common Stock owned by Tall Oaks Group LLC ("Tall Oaks").

7. The Reporting Person is the Managing Member and holds a majority of the membership interests of Tall Oaks. 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. 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.

Remarks:

	/s/ Lawrence D. Hite	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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