UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
DIRECT INSITE CORP.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
25457C 20 7
(CUSIP Number)
Craig W. Thomas
S.A.V.E. Partners III, LLC
500 West Putnam Avenue
Greenwich, CT 06830
(203) 542-7330
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With copies to:
STEVE WOLOSKY
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
March 25, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 25457C 20 7
| 1 | NAME OF REPORTING PERSON S.A.V.E. Partners III, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 582,948 (see Item 5) | |
| 8 | SHARED VOTING POWER 0 | ||
| 9 | SOLE DISPOSITIVE POWER 582,948 (see Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,948 (see Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5) | ||
| 14 | TYPE OF REPORTING PERSON OO (Limited Liability Company) | ||
2
CUSIP NO. 25457C 20 7
| 1 | NAME OF REPORTING PERSON Craig W. Thomas | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 00 | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 582,948 (see Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 582,948 (see Item 5) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,948 (see Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5) | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
3
CUSIP NO. 25457C 20 7
| 1 | NAME OF REPORTING PERSON Bradley M. Tirpak | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 00 | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 582,948 (see Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 582,948 (see Item 5) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,948 (see Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5) | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
4
CUSIP NO. 25457C 20 7
The following constitutes Amendment No. 2 to Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
SAVE acquired an aggregate of 582,948 shares of Common Stock, which are reported herein, in multiple open market transactions for an aggregate purchase price of approximately $523,867 (including fees and commissions). The source of funds for the purchase of the shares of Common Stock was investment funds.
| Item 5. | Interest in Securities of the Company. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the date of this statement, the Reporting Persons may be deemed to beneficially own an aggregate of 582,948 shares of Common Stock, representing approximately 5.0% of the outstanding shares of Common Stock.1
As of the date of this statement, SAVE owns directly 582,948 shares, representing approximately 5.0% of the Common Stock outstanding. By virtue of their relationships with SAVE discussed in further detail in Item 2, each of Mr. Thomas and Mr. Tirpak may be deemed to beneficially own the shares of Common Stock owned by SAVE. Each of Mr. Thomas and Mr. Tirpak disclaims beneficial ownership of the shares of Common Stock beneficially owned by SAVE, except to the extent of his or its actual economic interests.
Because of the discussions of the Reporting Persons with the MetVP Group referred to in Item 4, the Reporting Persons could be deemed to constitute a “group” with the MetVP Group within the meaning of Rule 13d-4 under the Exchange Act. Reference is made to the MetVP Group Schedule 13D for information concerning the beneficial ownership of Common Stock of the MetVP Group. The Reporting Persons disclaim beneficial ownership of the Common Stock beneficially owned by the MetVP Group.
Item 5(c) is hereby amended and restated to read as follows:
(c) Except for the transactions set forth in Schedule I annexed hereto, none of the Reporting Persons has effected any transactions in the Common Stock since the filing of Amendment No. 1 to the Schedule 13D. Except as set forth in Schedule I, all such transactions were effected in the open market.
1 Based on 11,650,823 shares of Common Stock issued and outstanding on November 10, 2010, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
5
CUSIP NO. 25457C 20 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to S.A.V.E. Partners III, LLC is true, complete and correct.
| Dated: March 25, 2011 |
| S.A.V.E. PARTNERS III, LLC |
/s/ Craig W. Thomas |
| Name: Craig W. Thomas |
| Title: Managing Member |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 25, 2011 |
/s/ Craig W. Thomas |
| Craig W. Thomas |
/s/ Bradley M. Tirpak |
| Bradley M. Tirpak |
6
CUSIP NO. 25457C 20 7
Schedule I
This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.
Transaction Date | Reporting Person | Shares Acquired | Shares Disposed | Price Per Share(1) |
| 3/22/2011 | SAVE | 50,000 | - | $1.00 |
| 3/23/2011 | SAVE | 18,700 | - | $1.07 |
| 3/25/2011 | SAVE | 200 | - | $0.97 |
________________
| (1) | Average price per share including fees and transaction costs. |