SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Sigma Opportunity Fund LLC (Last) (First) (Middle) C/O SIGMA CAPITAL ADVISORS, LLC 800 THIRD AVENUE, STE 1701 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/29/2005	3. Issuer Name and Ticker or Trading Symbol DIRECT INSITE CORP [ DIRLOB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Rights to buy Common Stock)	(1)	03/28/2012	Common Stock	650,000	$0.9(2)	D(3)

1. Name and Address of Reporting Person* Sigma Opportunity Fund LLC (Last) (First) (Middle) C/O SIGMA CAPITAL ADVISORS, LLC 800 THIRD AVENUE, STE 1701 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sigma Capital Partners, LLC (Last) (First) (Middle) SIGMA CAPITAL PARTNERS 800 THIRD AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Waye Thom (Last) (First) (Middle) THOM WAYE 800 THIRD AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sigma Capital Advisors, LLC (Last) (First) (Middle) SIGMA CAPITAL ADVISORS 800 THIRD AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The excercisability date is the date on which warrants issued in a Follow-on Financing (as defined in the next sentence) become exercisable or as may otherwise be agreed between Direct Insite Corp. (the "Company") and Sigma Opportunity Fund, LLC ("Sigma") in connection with a Follow-on Financing, or, if a Follow-on Financing does not occur by May 13, 2005, then the Exercisability Date shall be May 13, 2005 (unless a later date is agreed to in writing by the Company and Sigma). "Follow-on Financing" shall mean a private placement consummated by the Company by May 13, 2005, or such longer period as agreed to by the Company and Sigma, pursuant to which Sigma is the lead investor and Sigma and its affiliates and appointees invest between $2,500,000 and $3,500,000.

2. $.90, except that if a Follow-on Financing occurs, the exercise price shall be as agreed between the Company and Sigma in connection with the Follow-on Financing, subject to the same antidilution adjustments as provided in the warrants issued in connection with the Follow-on Financing, or, if the Follow-on Financing is not consummated by May 13, 2005 or such later date as agreed to in writing by the Company and Sigma, then the exercise price shall be $.01 effective May 13, 2005 or such later date as agreed to in writing by the Company and Sigma.

3. This Form 3 is filed jointly by Sigma, Sigma Capital Advisors, LLC ("Sigma Advisors"), Sigma Capital Partners, LLC ("Sigma Partners") and Thom Waye. Mr. Waye, Sigma Advisors and Sigma Partners may be deemed to be 10% owners of the Company and Sigma is a 10% owner of the Company. The securities reported in this Form 3 are owned directly by Sigma, and owned indirectly by Sigma Advisors by virtue of it being the managing member of Sigma and by Sigma Partners by virtue of it being the sole member of Sigma Advisors and by Mr. Waye by virtue of his position as the sole manager of Sigma Advisors and the sole member of Sigma Partners. Mr. Waye, Sigma Partners and Sigma Advisors disclaim beneficial ownership of the shares owned by Sigma except to the extent of their pecuniary interest therein.

	Sigma Opportunity Fund, LLC, By: Sigma Capital Advisors, LLC By: /s/ Thom Waye, Manager	05/09/2005
	Sigma Capital Advisors, LLC, By: /s/ Thom Waye, Manager	05/09/2005
	Sigma Capital Partners, LLC, By: /s/ Thom Waye, Member	05/09/2005
	/s/ Thom Waye	05/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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