| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2007 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/17/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/15/2007 | X | 650,000 | A | $0.01 | 650,000 | D(1) | |||
| Common Stock | 05/15/2007 | J(2) | 3,824 | D | $1.7 | 646,176 | D(1) | |||
| Common Stock | 05/15/2007 | S | 1,700 | D | $1.65 | 644,476 | D(1) | |||
| Common Stock | 05/15/2007 | S | 800 | D | $1.73 | 643,676 | D(1) | |||
| Common Stock | 05/15/2007 | S | 6,000 | D | $1.74 | 637,676 | D(1) | |||
| Common Stock | 05/15/2007 | S | 1,500 | D | $1.8 | 636,176 | D(1) | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (Right to Buy) | $0.01 | 05/15/2007 | X | 650,000 | 05/13/2005 | 03/28/2012 | Common Stock | 650,000 | $0.01 | 0 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Sigma Opportunity Fund, LLC ("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 Direct Insite Corp. (the "Company") and Sigma is a 10% owner of the Company. The securities reported in this Form 4 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 member of Sigma Partners. Mr. Waye, Sigma Advisors and Sigma Partners disclaim beneficial ownership of the shares owned by Sigma except to the extent of their pecuniary interest therein. |
| 2. Surrender of shares acquired contemporaneously upon the cashless exercise of a warrant reported in Table II. |
| Sigma Opportunity Fund, LLC, By: Sigma Capital Advisors LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite | 05/22/2007 | |
| Sigma Capital Advisors, LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite | 05/22/2007 | |
| Sigma Capital Partners, LLC, By: Kevin W. Waite, Authorized Representative, /s/Kevin W. Waite | 05/22/2007 | |
| Thom Waye, By: Kevin W. Waite, By Power of Attorney, /s/Kevin W. Waite | 05/22/2007 | |
| ** 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. | ||