DIRECT INSITE CORP Form 4 Filed 2014-01-03

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

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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1. Name and Address of Reporting Person ^*

Lund Thomas C

2. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [DIRI]

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)

C/O DIRECT INSITE CORP., 500 E. BROWARD BLVD., SUITE #1550

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2013

(Street)

FT. LAUDERDALE, FL 33394

(City)

(State)

(Zip)

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

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, par value $.0001 per share⁽¹⁾	12/31/2013		A		5,166⁽²⁾	A	$ 0	137,242	D
Common Stock, par value $.0001 per share⁽³⁾	01/01/2014		A		8,264⁽⁴⁾	A	$ 0	145,506	D
Common Stock, par value $.0001 per share								589,733	I	By Spouse
Common Stock, par value $.0001 per share								24,000	I	By Trust

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 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

Explanation of Responses:

1.	Represents shares of common stock that the Reporting Person elected to receive in lieu of cash director fees.
2.	Pursuant to the Directors' Deferred Compensation Plan of the Issuer, the Reporting Person has elected to defer receipt of the shares until January 15th of the year following his termination of service as director
3.	Represents an annual grant of shares of restricted stock as compensation for service as a director of the Issuer.
4.	The shares vest daily over a two-year period. Pursuant to the Directors' Deferred Compensation Plan of the Issuer, the Reporting Person has elected to defer receipt of the shares until January 15th of the year following his termination of service as director.

	Signatures
	/s/ Matthew E. Oakes, attorney-in-fact	01/03/2014
	** Signature of Reporting Person	Date
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