SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1933
(Amendment No. 4)
Digital Insight Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
25385P106
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
-----------------------------
*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 that would alter the
disclosures provided in a prior coverage 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 (the "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. 25385P106 Page 2 of 5 Pages
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Nasser J. Kazeminy
2) Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [_]
3) SEC Use only
4) Citizenship or Place of Organization: U.S.A.
Number 5) Sole Voting Power
of
Shares 0
Beneficially
Owned 6) Shared Voting Power
by
Each 1,764,205*
Reporting
Person 7) Sole Dispositive Power
With
0
8) Shared Dispositive Power
1,764,205*
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,764,205*
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [_] (see instructions)
11) Percent of Class Represented by Amount in Row 9
4.9%
12) Type of Reporting Person (see instructions)
IN
----------
* Represents 1,169,363 shares held by Exponential Partners II Limited
Partnership, 297,421 shares held by a trust for the benefit of Nader C.
Kazeminy, and 297,421 shares held by a trust for the benefit of Tanya Mackay.
Page 3 of 5 Pages
ITEM 1 (a) NAME OF ISSUER:
Digital Insight Corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
26025 Mureau Road
Calabasas, CA 91302
ITEM 2 (a) NAME OF PERSON FILING
Nasser J. Kazeminy
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Nasser J. Kazeminy
3960 Howard Hughes Parkway
Fifth Floor
Las Vegas, NV 89109
ITEM 2 (c) CITIZENSHIP:
United States of America
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.001 par value
ITEM 2 (e) CUSIP NUMBER
25385P106
ITEM 3:
Not applicable
Page 4 of 5 pages
ITEM 4 OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned
(b) Percent of class
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote _________
(ii) Shared power to vote or to direct the vote _________
(iii) Sole power to dispose or to direct the disposition of
_________
(iv) Shared power to dispose or to direct the disposition of
_________
See items 5-9 of cover pages.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
Nasser J. Kazeminy held 4.9% of the class on December 31, 2004.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Nasser J. Kazeminy has the power to direct dividends and proceeds of
sales of the 1,169,363 shares held by Exponential Partners II Limited
Partnership. He is the sole limited partner of Exponential Partners II
Limited Partnership and the sole member of NJK Investments, LLC, which
is the sole general partner of Exponential Partners II Limited
Partnership. Mr. Kazeminy, Nader C. Kazeminy and James A. Vose are
trustees of the Trust for the Benefit of Nader C. Kazeminy and share
voting authority over the 297,421 shares held in that trust. Nasser
Kazeminy, Nader C. Kazeminy and James A. Vose are trustees of the
Trust for the Benefit of Tanya Mackay and share voting authority over
the 297,421 shares held in that trust. Mr. Kazeminy disclaims
beneficial ownership of the shares held by these trusts.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Page 5 of 5 pages
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10 CERTIFICATION:
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1 (c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
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: February 14, 2005
/s/ Nasser J. Kazeminy
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Nasser J. Kazeminy