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^*

Oakes Matthew Ettinger

(Last)

(First)

(Middle)

C/O DIRECT INSITE CORP.

500 E. BROWARD BLVD., SUITE #1550

(Street)

FT. LAUDERDALE

33394

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2013

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, par value $.0001 per share	09/05/2013		M		172,500	A	$1.15	659,645	D
Common Stock, par value $.0001 per share	09/05/2013		F		122,152⁽¹⁾	D	$1.62	537,493	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)
Stock Option (Right to buy)	$1.15	09/05/2013		M			22,500	12/31/2011	08/16/2016	Common Stock, par value $.0001 per share	22,500	$0	0	D
Stock Option (Right to buy)	$1.15	09/05/2013		M			150,000	⁽²⁾	01/01/2017	Common Stock, par value $.0001 per share	150,000	$0	0	D

Explanation of Responses:

1. 122,152 shares of common stock were withheld by the Issuer at a market price of $1.62 per share less an exercise price of $1.15 as payment for the cashless exercise of 172,500 stock options held by the Reporting Person.

2. 90,000 of such options vested on January 1, 2013 and (ii) 7,500 of such options vested on each monthly anniversary of the grant date from February 1, 2013 through September 1, 2013.

Remarks:

The transactions reported in Table I reflect the cashless exercise of stock 172,500 stock options held by the Reporting Person.

	/s/ MATTHEW OAKES	09/06/2013
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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