X0202 3/A 2005-02-18 2005-04-01 0 0000879703 DIRECT INSITE CORP DIRI.OB 0001319848 Levin Michael METROPOLITAN VENTURE PARTNERS II, L.P. 257 PARK AVENUE SOUTH - 15TH FLOOR NEW YORK NY 10010 1 0 0 0 Common Stock 2000 D Common Stock 29067 I Indirect Series C Redeemable Preferred Stock 290 I Indirect Common Stock Purchase Warrant (Right to Buy) .90 2005-03-30 2012-03-29 Common Stock 100000 I Indirect Common Stock Warrant (Right to Buy) .9225 2006-03-15 2009-03-15 Common Stock 135502 I Indirect Common Stock Warrant (Right to Buy) .9348 2005-12-18 2008-12-18 Common Stock 176508 I Indirect Option to Purchase .75 2005-12-01 2008-12-01 Common Stock 250000 I Indirect 2002 Stock Option Plan .75 2005-12-01 2008-12-01 Common Stock 31000 I Indirect 2002 A Stock Option Plan .75 2005-12-01 2008-12-01 Common Stock 47000 I Indirect 2003 Stock Option Plan .75 2005-12-01 2008-12-01 Common Stock 47000 I Indirect 2003 A Stock Option Plan .75 2005-12-01 2008-12-01 Common Stock 25000 I Indirect 2003 A Stock Option Plan 1.26 2005-03-31 2006-04-01 Common Stock 8000 I Indirect Series A Convertible Preferred Stock 1.40 2003-06-03 2008-09-25 Common Stock 178570 I Indirect 2003 A Stock Option Plan 1.40 2005-03-31 2006-04-01 Common Stock 75000 I Indirect Common Stock Warrant (Right to Buy) 2.125 2005-12-10 2008-12-10 Common Stock 150000 I Indirect Series A Convertible Preferred Stock 2.14 2003-01-02 2008-09-25 Common Stock 233650 I Indirect 2002 A Stock Option Plan 2.00 2007-09-30 Common Stock 30000 I Indirect Series A Convertible Preferred Stock 2.14 2002-10-04 2008-09-25 Common Stock 934580 I Indirect 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. The reported number of shares of Common Stock underlying the Serries A Convertible Preferred Stock reflects the initial conversion rate of 1-for-10 pursuant to the terms of Series A Convertible Preferred Stock 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 /s/ Michael Levin 2005-08-19