| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/15/2004 | A | 13,770(2) | A | $1.92 | 508,819(1) | D | |||
| Series C Redeemable Preferred Stock | 12/18/2003 | P | 200 | A | $1,000 | 200 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Stock Purchase Warrants | $0.9348 | 12/18/2003 | P | 149,765 | 12/18/2005(3) | 12/18/2008 | Common Stock | 149,765 | $0.9348 | 149,765 | D | ||||
| Common Stock Purchase Warrants | $0.9348 | 12/15/2003 | P | 64,185 | 12/15/2005(3) | 12/15/2008 | Common Stock | 64,185 | $0.9348 | 64,185 | D | ||||
| 2003 Stock Option Plan Right to Buy | $1.16 | 12/05/2003 | A | 170,000 | 01/27/2003(5) | 12/31/2008 | Common Stock | 170,000 | $1.16 | 170,000 | D | ||||
| 2003A Stock Option Plan Right to Buy | $1.16 | 12/05/2003 | A | 190,000 | 01/27/2003(5) | 12/31/2008 | Common Stock | 190,000 | $1.16 | 190,000 | D | ||||
| 2003 Stock Option Plan (Right to Buy) | $1.26 | 07/18/2003 | A | 108,000 | 03/31/2005 | 04/01/2006 | Common Stock | 108,000 | $1.26 | 108,000 | D | ||||
| Stock Option Plan (Right to Buy) | $2.02 | 01/27/2003 | A | 240,000 | 01/27/2005(4) | 01/26/2008 | Common Stock | 240,000 | $2.02 | 240,000 | D | ||||
| Stock Option Plan (Right to Buy) | $2.05 | 07/29/2002 | A | 74,000 | 06/30/2005(7) | 07/28/2012 | Common Stock | 74,000 | $2.05 | 74,000 | D | ||||
| Stock Option Plan (Right to Buy) | $1.05 | 01/17/2002 | A | 240,000 | 02/17/2005(6) | 01/16/2012 | Common Stock | 240,000 | $1.05 | 240,000 | D | ||||
| Explanation of Responses: |
| 1. Includes 60,000 shares of common stock, which pursuant to contractual agreement, the reporting person is to receive during the period 2/27/03 through 1/26/04, issuable at the rate of 5,000 shares per month as long as he is in the employ of the issuer. If employment is terminated during such period, non-issuance of any shares will be reported as a disposition of same. |
| 2. Payment for services as a board member for the fiscal year ending 12/31/04. |
| 3. Warrants to purchase common stock are exercisable at the rate of no less than 500 shares at a time during the term of the Warrants. |
| 4. 120,000 shares vest 1/27/03; 120,000 shares vest at the rate of 5,000 per month commencing 2/27/03 and on the 27th day of each succeeding month through 1/27/05 |
| 5. 37,500 vest 12/5/03; 322,500 shares vest at the rate of 7,500 per month commencing on the 5th day of each month commencing 1/5/04 for 43 months. |
| 6. Shares vest 10,000 shares per month commencing 2/17/02. |
| 7. Shares vest one-third 6/30/03, one-third 6/30/04, and one-third 6/30/05. |
| Remarks: |
| /s/James A. Cannavino | 11/15/2004 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||