SC 13D/A 1 formsc13da.htm THOMAS C. LUND SC 13DA NO 5 6-19-2015 (DIRECT INSITE CORP)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934

DIRECT INSITE CORP.
(Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

25457C 20 7
(CUSIP Number)

Thomas C. Lund
5150 Tamiami Trail North, Suite 300
Naples, FL 34103
(239) 213-1952
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

With copies to:

Scott S. Rosenblum, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100

May 19, 2015
(Date of Event Which Requires Filing of This Statement)
 
CUSIP No. 25457C 20 7
SCHEDULE 13D
Page 2 of 7 Pages
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
Thomas C. Lund
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,401,998 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,401,998 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,401,998 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.67% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 
 
CUSIP No. 25457C 20 7
SCHEDULE 13D
Page 3 of 7 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
Carol A. Lund
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 

Florida
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
2,401,998 (see Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,401,998 (see Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,401,998 (see Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.67% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 
 
Background

This Amendment Number 5 amends that certain statement on Schedule 13D filed by Thomas C. Lund on June 19, 2007 (as previously amended, the “Statement”) and which relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Direct Insite Corp., a Delaware corporation (the “Issuer” or the “Company”). This Schedule 13D is being filed jointly by Mr. Lund and Carol A. Lund (collectively referred to herein as the “Reporting Persons”).

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Statement is hereby amended and restated in its entirety to read as follows:

(a)  As of the date of this Amendment, the Reporting Persons may be deemed to beneficially own an aggregate of 2,401,998 of Common Stock, representing approximately 18.67%1 of the outstanding shares of Common Stock

Mr. Lund beneficially owns 1,812,265 shares of Common Stock, representing approximately 14.08% of the Common Stock outstanding, of which 1,596,031 shares are held by the Trust and 216,234 shares are held by Mr. Lund directly.

Mrs. Lund beneficially owns 589,733 shares of Common Stock, representing approximately 4.58% of the Common Stock outstanding.

Item 5(c) of the Statement is hereby amended to add the following:

(c)  On June 2, 2015 Mr. Lund (through the Trust) purchased 868,412 shares of Common Stock of the Company at a price of $1.05 per share into a brokerage account owned by the Trust in a private transaction.  In addition, in the past sixty days Mr. Lund (through the Trust) acquired the Common Shares of the Company as set forth on Exhibit C hereto into a brokerage account owned by the Trust on the open market.

Item 7. Material to be Filed as Exhibits.

Exhibit C: Schedule of Transactions in Common Stock.
 
1 Based on 12,869,309 shares of Common Stock outstanding on May 6, 2015, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2015.
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each Reporting Person certifies that the information set forth in this statement with respect to itself  is true, complete and correct.

Dated: June 22, 2015

 
/s/ Thomas C. Lund
  
 
Thomas C. Lund
  
     
 
/s/ Carol A. Lund
  
 
Carol A. Lund
 
Exhibit C

Schedule of Transactions in the Common Stock
 
In the past sixty days, Mr. Lund has acquired the following shares on the open market, at the following per share prices, held in trust under a Trust Agreement dated 9/16/94, Thomas C. Lund Trustee for the benefit of Thomas C. Lund:
 
Trade Date
Purchase / Sale
Quantity
Price
5/19/2015
Purchase
15,000
0.85
5/19/2015
Purchase
10,000
0.85
5/19/2015
Purchase
1,000
0.8
5/19/2015
Purchase
1,000
0.85
5/19/2015
Purchase
5,000
0.85
5/19/2015
Purchase
20,000
0.83
5/19/2015
Purchase
23,000
0.83
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.8
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
2,000
0.83
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
1,000
0.82
5/19/2015
Purchase
10,000
0.83
5/19/2015
Purchase
10,000
0.83
5/19/2015
Purchase
8,000
0.83
5/19/2015
Purchase
8,000
0.83
5/19/2015
Purchase
5,000
0.83
5/19/2015
Purchase
5,000
0.83
5/19/2015
Purchase
5,000
0.83
5/19/2015
Purchase
3,000
0.83
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
8,000
0.83
5/19/2015
Purchase
5,000
0.83
5/19/2015
Purchase
2,000
0.83
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
4,000
0.83
5/19/2015
Purchase
4,000
0.83
5/20/2015
Purchase
9,000
0.87
 
5/20/2015
Purchase
1,000
0.86
5/20/2015
Purchase
3,000
0.86
5/20/2015
Purchase
1,000
0.86
5/20/2015
Purchase
14,000
0.85
5/20/2015
Purchase
8,986
0.85
5/20/2015
Purchase
9,000
0.85
5/20/2015
Purchase
9,000
0.85
5/20/2015
Purchase
5,000
0.85
5/20/2015
Purchase
1,400
0.84
5/20/2015
Purchase
1,000
0.82
5/20/2015
Purchase
1,000
0.81
5/20/2015
Purchase
1,000
0.81
5/20/2015
Purchase
1,000
0.81
5/20/2015
Purchase
1,000
0.81
5/20/2015
Purchase
14
0.78
5/21/2015
Purchase
1000
0.9
5/21/2015
Purchase
2000
0.9
5/21/2015
Purchase
1000
0.83
5/21/2015
Purchase
1,000
0.89
5/21/2015
Purchase
1,000
0.88
5/21/2015
Purchase
5,000
0.86
5/21/2015
Purchase
4,500
0.85
5/22/2015
Purchase
6000
0.85
5/22/2015
Purchase
7000
0.85
5/22/2015
Purchase
1000
0.82
5/22/2015
Purchase
2,000
0.85
5/22/2015
Purchase
1,000
0.84
6/2/2015
Purchase
1000
0.88
6/2/2015
Purchase
4000
0.9
6/2/2015
Purchase
1000
0.88
6/2/2015
Purchase
4000
0.9
6/2/2015
Purchase
1000
0.88
6/2/2015
Purchase
3100
0.9
6/2/2015
Purchase
1000
0.94
6/2/2015
Purchase
1000
0.94
6/2/2015
Purchase
1000
0.94
6/2/2015
Purchase
1000
0.91
6/2/2015
Purchase
3200
0.97
6/2/2015
Purchase
4000
0.97
6/2/2015
Purchase
4000
0.975
6/2/2015
Purchase
2000
0.975
6/2/2015
Purchase
1000
0.97
6/2/2015
Purchase
2000
0.99
 
 
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