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^*

CARBERRY ROBERT

(Last)

(First)

(Middle)

C/O DIRECT INSITE CORP.

80 ORVILLE DRIVE

(Street)

BOHEMIA

11716

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2005

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								4,400	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)
2005 Stock Option Plan (Right to Buy)	$0.7	04/12/2005	04/12/2005	A		100,000		04/12/2005⁽³⁾	04/30/2010	Commo Stock	100,000	$0.7	100,000	D
2005 Stock Option Plan (Right to Buy)	$0.5	04/12/2005	04/12/2005	A		100,000		04/12/2005⁽⁴⁾	04/30/2010	Common Stock	100,000	$0.5	100,000	D
2003-A Stock Option Plan (Right to Buy)	$1.16	08/25/2003		A		200,000		08/25/2003⁽¹⁾	08/31/2008	Common Stock	200,000	$1.16	200,000	D
2003A Stock Option Plan (Right to Buy)	$1.26	07/18/2003		A		3,000		03/31/2005	04/01/2006	Common Stock	3,000	$1.26	3,000	D
2002A Stock Option Plan (Right to Buy)	$2.05	12/18/2002		A		57,500		06/30/2005⁽²⁾	06/30/2005	Common Stock	57,500	$2.05	57,500	D

Explanation of Responses:

1. The options become exercisable as follows: 150,000 immediately, then 5,000 per month for 10 months.

2. The options become exercisable as follows: one-third on 6/30/03; one-third on 6/30/04; one-third on 6/30/05.

3. Options vest at the rate of 12,000 immediately, 2,750 per month beginning 5/1/05 for 31 months and 2,805 on 12/1/07. Exercise of these options is contingent upon shareholder approval of the 2005 Stock Option Plan.

4. Options vest at the rate of 15,300 immediately, 3,850 per month beginning 5/1/05 for 21 months and 3,850 on 2/1/07. Exercise of these options is contingent upon shareholder approval of the 2005 Stock Option Plan.

Remarks:

	Robert Carberry	04/13/2005
	** 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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