X0202 4 2005-09-19 1 0000879703 DIRECT INSITE CORP DIRI.OB 0001165125 METROPOLITAN VENTURE PARTNERS II LP 257 PARK AVENUE SOUTH 15TH FLOOR NEW YORK NY 10010 1 0 1 0 Common Stock 2005-09-19 4 J 0 13097 A 42164 D Series C. Redeemable Preferred Stock 2004-05-26 4 D 0 250 1000.00 D 290 D Series C Redeemable Preferred Stock 2004-03-15 4 P 0 250 1000.00 A 540 D Series C Redeemable Preferred Stock 2003-12-16 4 P 0 290 1000.00 A 290 D Common Stock Purchase Warrant .90 2005-03-30 4 P 0 100000 .90 A 2005-03-30 2012-03-29 Common Stock 100000 100000 D Common Stock Warrant (Right to Buy) .9225 2004-05-26 4 D 0 135501 .9225 D 2006-03-15 2009-03-15 Common Stock 135501 135502 D Common Stock Warrant (Right to Buy) .9348 2004-05-26 4 D 0 133718 .9348 D 2005-12-18 2008-12-18 Common Stock 133718 176508 D Common Stock Warrant (Right to Buy) .9225 2004-03-15 4 P 0 271003 .9225 A 2006-03-15 2009-03-15 Common Stock 271003 271003 D Common Stock Warrant (Right to Buy) .9348 2003-12-18 4 P 0 310226 .9348 A 2005-12-18 2008-12-18 Common Stock 310226 310226 D Option to Purchase .75 2003-12-01 4 A 0 250000 .75 A 2005-12-01 2008-12-01 Common Stock 250000 250000 D 2002 Stock Option Plan .75 2003-12-01 4 A 0 31000 .75 A 2005-12-01 2008-12-01 Common Stock 31000 31000 D 2002 A Stock Option Plan .75 2003-12-01 4 A 0 47000 .75 A 2005-12-01 2008-12-01 Common Stock 47000 47000 D 2003 Stock Option Plan .75 2003-12-01 4 A 0 47000 .75 A 2005-12-01 2008-12-01 Common Stock 47000 47000 D 2003 A Stock Option Plan .75 2003-12-01 4 A 0 25000 .75 A 2005-12-01 2008-12-01 Common Stock 25000 25000 D 2003 A Stock Option Plan 1.26 2003-07-16 4 A 0 8000 1.26 A 2005-03-31 2006-04-01 Common Stock 8000 8000 D Series A Convertible Preferred Stock 1.40 2003-06-03 4 P 0 17857 14.00 A 2003-06-03 2008-09-25 Common Stock 178570 17857 D 2003 A Stock Option Plan 1.40 2003-06-02 4 A 0 75000 1.40 A 2005-03-31 2006-04-01 Common Stock 75000 75000 D Common Stock Warrant (Right to Buy) 2.125 2003-02-10 4 P 0 150000 2.125 A 2005-12-10 2008-12-10 Common Stock 150000 150000 D Series A Convertible Preferred Stock 2.14 2003-01-02 4 P 0 23365 21.40 A 2003-01-02 2008-09-25 Common Stock 233650 23365 D 2002 A Stock Option Plan 2.00 2002-12-29 4 A 0 30000 2.00 A 2007-09-30 Common Stock 30000 30000 D Series A Convertible Preferred Stock 2.14 2002-10-04 4 P 0 93458 21.40 A 2002-10-04 2008-09-25 Common Stock 934580 93458 D Shares were transferred to Reporting Person from a managing director of the Reporting Person. 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. 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"). 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 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. 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. Metropolitan Venture Partners (Advisors), L.P., By: Metropolitan Venture Partners Corp., its Managing Director, By: /s/ Michael Levin, Title: Vice President of Finance 2005-09-21