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^*

CANNAVINO JAMES A

(Last)

(First)

(Middle)

6501 RED HOOK PLAZA

SUITE 201 - PMB

(Street)

RED HOOK, ST. THOMAS, U.S.V.I.

00802

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2008

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								1,046,912	D
Common Stock	05/06/2008		P		16,905	A	$1.4	1,063,817	D
Series C Redeemable Preferred Stock								200	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)
2004 Stock Issuance/Stk Option Plan	$1.5	03/25/2008		A		50,000		03/25/2008⁽³⁾	03/24/2013	Common Stock	50,000	$1.5	973,950	D
2005 Employee Option Plan	$0.62	12/30/2005		A		350,000		12/30/2005	12/29/2012	Common Stock	350,000	$0.62	923,950	D
Common Stock Purchase Warrants	$0.9348	12/18/2003		P		149,765		12/18/2005⁽¹⁾	12/18/2008	Common Stock	149,765	$0.9348	573,950	D
Common Stock Purchase Warrants	$0.9348	12/15/2003		P		64,185		12/15/2005⁽¹⁾	12/15/2008	Common Stock	64,185	$0.9348	424,185	D
2003 Stock Option Plan Right to Buy	$1.16	12/05/2003		A		170,000		01/27/2003⁽²⁾	12/31/2008	Common Stock	170,000	$1.16	360,000	D
2003A Stock Option Plan Right to Buy	$1.16	12/05/2003		A		190,000		01/27/2003⁽²⁾	12/31/2008	Common Stock	190,000	$1.16	190,000	D

Explanation of Responses:

1. 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.

2. 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.

3. Shares vest 50% on March 25, 2008 and 50% on March 25, 2009.

Remarks:

	/s/ James A. Cannavino	05/07/2008
	** 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.
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