| 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) 09/19/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/21/2005 |
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 | 09/19/2005 | A | 13,097 | A | (2) | 42,164 | I | Indirect(1) | ||
| Common Stock | 09/19/2005 | D | 13,097 | D | (3) | 2,000 | D | |||
| Common Stock | 09/19/2005 | A | 13,097 | A | (4) | 15,097 | D | |||
| Series C Redeemable Preferred Stock | 03/15/2004 | P | 125 | A | $1,000 | 290 | I | Indirect(1) | ||
| Series C Redeemable Preferred Stock | 12/16/2003 | P | 165 | A | $1,000 | 165 | I | Indirect(1) | ||
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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 Warrant (Right to Buy) | $0.01 | 03/30/2005 | A | 100,000 | 03/30/2005 | 03/29/2012 | Common Stock | 100,000 | $0.01 | 100,000 | I | Indirect(1) | |||
| CommonStock Warrant (Right to Buy) | $0.9225 | 05/26/2004 | A | 135,502 | 03/15/2006 | 03/15/2009 | Common Stock | 135,502 | $0.9225 | 135,502 | I | Indirect(1) | |||
| Common Stock Warrant (Righ to Buy) | $0.9348 | 05/26/2004 | A | 176,508 | 12/18/2005 | 12/18/2008 | Common Stock | 176,508 | $0.9348 | 176,508 | I | Indirect(1) | |||
| Option to Purchase | $0.75 | 12/01/2003 | A | 250,000 | 12/01/2005 | 12/01/2008 | Common Stock | 250,000 | $0.75 | 250,000 | I | Indirect(1) | |||
| 2002 Stock Option Plan | $0.75 | 12/01/2003 | A | 31,000 | 12/01/2005 | 12/01/2008 | Common Stock | 31,000 | $0.75 | 31,000 | I | Indirect(1) | |||
| 2002 A Stock Option Plan | $0.75 | 12/01/2003 | A | 47,000 | 12/01/2005 | 12/01/2008 | Common Stock | 47,000 | $0.75 | 47,000 | I | Indirect(1) | |||
| 2003 Stock Option Plan | $0.75 | 12/01/2003 | A | 47,000 | 12/01/2005 | 12/01/2008 | Common Stock | 47,000 | $0.75 | 47,000 | I | Indirect(1) | |||
| 2003 A Stock Option Plan | $0.75 | 12/01/2003 | A | 25,000 | 12/01/2005 | 12/01/2008 | Common Stock | 25,000 | $0.75 | 25,000 | I | Indirect(1) | |||
| 2003 A Stock Option Plan | $1.26 | 07/16/2003 | A | 8,000 | 03/31/2005 | 04/01/2006 | Common Stock | 8,000 | $1.26 | 8,000 | I | Indirect(1) | |||
| Series A Convertible Preferred Stock | $1.4 | 06/03/2003 | A | 17,857 | 06/30/2003 | 09/25/2008 | Common Stock | 178,570(5) | $14(5) | 17,857 | I | Indirect(1) | |||
| 2003 A Stock Option Plan | $1.4 | 03/31/2003 | A | 75,000 | 03/31/2005 | 04/01/2006 | Common Stock | 75,000 | $1.4 | 75,000 | I | Indirect(1) | |||
| Common Stock Warrant (Right to Buy) | $2.125 | 12/10/2003 | A | 150,000 | 12/10/2005 | 12/10/2008 | Common Stock | 150,000 | $2.125 | 150,000 | I | Indirect(1) | |||
| Series A Convertible Preferred Stock | $2.14 | 01/02/2003 | A | 23,365 | 01/02/2003 | 09/25/2008 | Common Stock | 233,650(5) | $21.4(5) | 23,365 | I | Indirect(1) | |||
| 2002 A Stock Option Plan | $2 | 12/29/2002 | A | 30,000 | (6) | 09/30/2007 | Common Stock | 30,000 | $2 | 30,000 | I | Indirect(1) | |||
| Series A Convertible Preferred Stock | $2.14 | 10/04/2002 | A | 93,458 | 10/04/2002 | 09/25/2008 | Common Stock | 934,580(5) | $21.4(5) | 93,458 | I | Indirect(1) | |||
| Explanation of Responses: |
| 1. The securities are owned by Metropolitan Venture Partners II, L.P. ("MetVP"). the Reporting Person is a managing director of MetVP. In addition, the Reporting Person is a limited partner in Metropolitan Venture Partners ("Advisors"), L.P. ("MetVP Advisors"), which is the general partner of MetVP and is on the board of directors and is a shareholder of Metropolitan Venture Partners Corp. ("MetVP Corp."), which is the general partner of MetVP Advisors. As a result of the foregoing, the Reporting Person may be deemed to own beneficially and indirectly the securities. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 2. Shares were transferred to Metropolitan Venture Partners II, L.P. ("MetVP") by a managing director of Met V.P. |
| 3. Reporting Person transferred the shares to MetVP. |
| 4. Shares were issued pursuant to the 2004 Stock Issuance/Stock Option Plan as payment for services rendered as a board member for the fiscal year to date. |
| 5. The reported number of shares of Common Stock underlying the Series A Convertible Preferred Stock reflects the initial conversion rate of 1-for-10 pursuant to the terms of Series A Convertible Preferred Stock. |
| 6. Options vest at the rate of 10,000 options on June 30, 2003, 10,000 options on June 30, 2004 and 10,000 options on June 30, 2005. |
| Remarks: |
| /s/ Michael Levin | 10/18/2005 | |
| ** 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). | ||
| 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. | ||