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^*

Lisiak Paul

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2014

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								92,369	D
Common Stock, par value $.0001 per share	01/10/2014		D		45,395⁽³⁾	D	$1.5	2,315,790⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/10/2014		D		372,155⁽⁴⁾	D	$1.5	1,943,635⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/13/2014		J		375,143⁽⁵⁾	D	$0.00	1,892,613⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/13/2014		J		225,813⁽⁵⁾	A	$0.00	1,892,613⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/13/2014		J		98,308⁽⁵⁾	A	$0.00	1,892,613⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/13/2014		J		225,813⁽⁶⁾	D	$0.00	1,868,068⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.0001 per share	01/13/2014		J		201,268⁽⁶⁾	A	$0.00	1,868,068⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾

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 Reporting Person is a managing director of Metropolitan Venture Partners Corp. ("MetVP Corp."), which is the general partner of Metropolitan Venture Partners (Advisors), L.P. ("MetVP Advisors") and of Metropolitan Venture Partners, L.P. ("MetVP LP"). The Reporting Person is also a member of the board of representatives of Metropolitan GP Holdings, LLC, Series METVP II ("MetGP"), the current general partner of Metropolitan Venture Partners II, L.P. ("MetVP II"). MetVP Advisors was, until shortly before the transactions described herein, the general partner of MetVP II. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Person is or was the beneficial owner of the securities owned by any of the aforementioned entities other than to the extent of his pecuniary interest in such shares.

2. Includes shares held by MetVP II, MetVP Corp., MetVP LP and MetVP Advisors. See explanatory note (1).

3. MetVP Corp. sold 45,395 shares for $1.50 per share.

4. MetVP II sold 372,155 shares for $1.50 per share.

5. MetVP II distributed 375,143 shares to certain of its limited partners in connection with such limited partners' withdrawal from MetVP II. Of these 375,143 shares, 225,813 shares were distributed to MetVP Advisors and 98,308 shares were distributed to MetVP LP.

6. MetVP Advisors distributed to its limited partners the 225,813 shares received in the distribution described above. Of these 225,813 shares, 201,268 shares were distributed to MetVP LP.

Remarks:

	/s/ Paul Lisiak	01/14/2014
	** 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).
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