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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Purchase Warrant | $ 0.9 | 03/30/2005 | P | 100,000 | 03/30/2005 | 03/29/2012 | Common Stock | 100,000 | $ 0.9 | 100,000 | D (1) | ||||
| Common Stock Warrant (Right to Buy) | $ 0.9225 | 05/26/2004 | D(2) | 135,501 | 03/15/2006 | 03/15/2009 | Common Stock | 135,501 | $ 0.9225 | 135,502 | D (1) | ||||
| Common Stock Warrant (Right to Buy) | $ 0.9348 | 05/26/2004 | D(2) | 133,718 | 12/18/2005 | 12/18/2008 | Common Stock | 133,718 | $ 0.9348 | 176,508 | D (1) | ||||
| Common Stock Warrant (Right to Buy) | $ 0.9225 | 03/15/2004 | P(2) | 271,003 | 03/15/2006 | 03/15/2009 | Common Stock | 271,003 | $ 0.9225 | 271,003 | D (1) | ||||
| Common Stock Warrant (Right to Buy) | $ 0.9348 | 12/18/2003 | P(2) | 310,226 | 12/18/2005 | 12/18/2008 | Common Stock | 310,226 | $ 0.9348 | 310,226 | D (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 | D (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 | D (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 | D (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 | D (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 | D (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 | D (1) | ||||
| Series A Convertible Preferred Stock | $ 1.4 | 06/03/2003 | P | 17,857 | 06/03/2003 | 09/25/2008 | Common Stock | 178,570 (4) | $ 14 (4) | 17,857 | D (1) | ||||
| 2003 A Stock Option Plan | $ 1.4 | 06/02/2003 | A | 75,000 | 03/31/2005 | 04/01/2006 | Common Stock | 75,000 | $ 1.4 | 75,000 | D (1) | ||||
| Common Stock Warrant (Right to Buy) | $ 2.125 | 02/10/2003 | P | 150,000 | 12/10/2005 | 12/10/2008 | Common Stock | 150,000 | $ 2.125 | 150,000 | D (1) | ||||
| Series A Convertible Preferred Stock | $ 2.14 | 01/02/2003 | P | 23,365 | 01/02/2003 | 09/25/2008 | Common Stock | 233,650 (4) | $ 21.4 (4) | 23,365 | D (1) | ||||
| 2002 A Stock Option Plan | $ 2 | 12/29/2002 | A | 30,000 | (3) | 09/30/2007 | Common Stock | 30,000 | $ 2 | 30,000 | D (1) | ||||
| Series A Convertible Preferred Stock | $ 2.14 | 10/04/2002 | P | 93,458 | 10/04/2002 | 09/25/2008 | Common Stock | 934,580 (4) | $ 21.4 (4) | 93,458 | D (1) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| METROPOLITAN VENTURE PARTNERS II LP 257 PARK AVENUE SOUTH 15TH FLOOR NEW YORK, NY 10010 |
X | X | ||
| Metropolitan Venture Partners (Advisors), L.P., By: Metropolitan Venture Partners Corp., its Managing Director, By: /s/ Michael Levin, Title: Vice President of Finance | 08/19/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Metropolitan Venture Partners (Advisors), L.P. ("MetVP Advisors"), is the general partner of the Reporting Person. Metropolitan Venture Partners Corp. ("MetVP Corp"), is the general partner of MetVP Advisors. MetVP Advisors and MetVP Corp. may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the securities disclosed on this Form 4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that MetVP Advisors or MetVP Corp. for purposes of Section 16 of the Exchange Act or otherwise, are the beneficial owners of the securities beneficially owned by the Reporting Person in excess of the amount of their respective pecuniary interests in such securities, and MetVP Advisors and MetVP Corp. disclaim beneficial ownership of such shares. |
| (2) | These Common Stock Warrants were acquired by Reporting Person in conjunction with Reporting Person's acquisition of the Series C Redeemable Preferred Stock of Direct Insite Corp. ("Company"). |
| (3) | Options vest at the rate of 10,000 options on June 30, 2003, 10000 options on June 30, 2004 and 10,000 options on June 30, 2005 |
| (4) | 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 the Series A. Convertible Preferred Stock. |
| Remarks: Footnote (5) Reporting Person may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by reason of its right to nominate one person to serve on the Board of Directors of the Company in accordance with terms and conditions of a Stock Purchase and Registration Rights Agreement dated as of September 25, 2002 by and between Reporting Person and the Company. | |