Edgar Filing: Levin Michael

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Levin Michael

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

257 PARK AVENUE SOUTH, 15TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2005

(Street)

NEW YORK, NY 10010

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	09/19/2005		A		13,097	A	⁽²⁾	15,097	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	12/16/2003		P		290	A	$ 1,000	290	I	Indirect ⁽¹⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Purchase Warrant (Right to Buy)

$ 0.9

03/30/2005

100,000

03/30/2005

03/29/2012

Common Stock

100,000

$ 0.9

100,000

Indirect ⁽¹⁾

CommonStock Warrant (Right to Buy)

$ 0.9225

05/26/2004

135,502

03/15/2006

03/15/2009

Common Stock

135,502

$ 0.9225

135,502

Indirect ⁽¹⁾

Common Stock Warrant (Righ to Buy)

$ 0.9348

05/26/2004

176,508

12/18/2005

12/18/2008

Common Stock

176,508

$ 0.9348

176,508

Indirect ⁽¹⁾

Option to Purchase

$ 0.75

12/01/2003

250,000

12/01/2005

12/01/2008

Common Stock

250,000

$ 0.75

250,000

Indirect ⁽¹⁾

2002 Stock Option Plan

$ 0.75

12/01/2003

31,000

12/01/2005

12/01/2008

Common Stock

31,000

$ 0.75

31,000

Indirect ⁽¹⁾

2002 A Stock Option Plan

$ 0.75

12/01/2003

47,000

12/01/2005

12/01/2008

Common Stock

47,000

$ 0.75

47,000

Indirect ⁽¹⁾

2003 Stock Option Plan

$ 0.75

12/01/2003

47,000

12/01/2005

12/01/2008

Common Stock

47,000

$ 0.75

47,000

Indirect ⁽¹⁾

2003 A Stock Option Plan

$ 0.75

12/01/2003

25,000

12/01/2005

12/01/2008

Common Stock

25,000

$ 0.75

25,000

Indirect ⁽¹⁾

2003 A Stock Option Plan

$ 1.26

07/16/2003

8,000

03/31/2005

04/01/2006

Common Stock

8,000

$ 1.26

8,000

Indirect ⁽¹⁾

Series A Convertible Preferred Stock

$ 1.4

06/03/2003

178,570

06/30/2003

09/25/2008

Common Stock

178,570 ⁽⁵⁾

$ 1.4 ⁽⁵⁾

178,570

Indirect ⁽¹⁾

2003 A Stock Option Plan

$ 1.4

03/31/2003

75,000

03/31/2005

04/01/2006

Common Stock

75,000

$ 1.4

75,000

Indirect ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2.125

12/10/2003

150,000

12/10/2005

12/10/2008

Common Stock

150,000

$ 2.125

150,000

Indirect ⁽¹⁾

Series A Convertible Preferred Stock

$ 2.14

01/02/2003

23,365

01/02/2003

09/25/2008

Common Stock

233,650

$ 21.4 ⁽⁵⁾

23,365

Indirect ⁽¹⁾

2002 A Stock Option Plan

$ 2

12/29/2002

30,000

⁽⁶⁾

09/30/2007

Common Stock

30,000

$ 2

30,000

Indirect ⁽¹⁾

Series A Convertible Preferred Stock

$ 2.14

10/04/2002

934,580

10/04/2002

09/25/2008

Common Stock

934,580

$ 2.14

934,580

Indirect ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levin Michael 257 PARK AVENUE SOUTH 15TH FLOOR NEW YORK, NY 10010	X

Signatures

/s/Michael Levin		09/21/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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: Footnote (7) 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 Direct Insite Corp. (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.

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