X0201 4 2004-03-26 0000879703 DIRECT INSITE CORP DIRI.OB 0001197006 YUNICH PETER B C/O METROPOLITAN VENTURE PARTNERS 257 PARK AVENUE,SOUTH NEW YORK NY 10010 1 0 0 0 Common Stock 2004-03-26 4 A 0 4167 .80 A 12959 D 2003A Stock Option Plan (Right to Buy) 1.26 2003-07-18 4 A 0 8000 1.26 A 2005-03-31 2006-04-01 Common Stock 8000 8000 D Series A Convertible Preferred Stock par value $0.0001 1.40 2003-06-03 4 P 0 17587 14.00 A 2003-09-25 2005-09-25 Common Stock 175870 134410 I Indirect Payment for services as a Board member for the first quarter for fiscal year ending 12/31/03. The Reported number of shares of Common Stock underlying the Series A Convertible Preferred Stock reflects the initial conversion rate of 1-for-10 (the ratio of the current liquidation value of the Series A. Convertible Preferred Stock of $14.00 to the current conversion price of $1.40) pursuant to the terms of the Series A Convertible Preferred Stock. Metropolitan Venture Partners II, L.P. ("MetVP") is the direct owner of an aggregate 134,680 shares of Series A Convertible Preferred Stock,par value $0.0001 per share,of Direct Insite Corp.(the "Issuer"),including shares acquired pursuant to the transaction pursuant to which Form 4 was filed 6/3/03,which are convertible as of the date of that statement into 1,346,800 shares of Common Stock,par value $0.0001 per share of the Issuer (the Shares").The Reporting Person is a Managing Partner of MetVP & a limited partner of MetVP.In addition the Reporting Person is a limited partner in Metropolitan Venture Partners (Advisors) L.P. ("MetVP Advisors") the general partner of MetVP & is on the board & is a shareholder in Metropolitan Ventures Corp.,the general partner of MetVP Advisors.As a result,the Reporting Person may be deemed to own beneficially & indirectly the Shares.The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein. Peter B. Yunich 2004-03-26