| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WEBSENSE INC [ WBSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/29/2008 | S | 20,700(1) | D | $21.3306(3) | 4,568,465 | I(5)(6)(7) | See Footnotes | ||
| Common Stock | 09/29/2008 | S | 79,300(2) | D | $22.096(4) | 4,489,165 | I(5)(6)(7) | See Footnotes | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shamrock Activist Value Fund II, L.P. (?SAVF II?) directly owned these 20,700 shares of Common Stock of Websense, Inc. (the ?Company?). |
| 2. SAVF II directly owned these 79,300 shares of Common Stock of the Company (together with the shares referenced above in Footnote (1), the ?SAVF II Shares? and, collectively with the shares of Common Stock of the Company owned by SAVF and SAVF III (each as defined below), the ?Activist Value Shares?). |
| 3. All transactions represented by this footnote occurred within a one dollar price range, ranging from a high sales price of $21.49 to a low sales price of $21.04. Full information regarding the number of shares sold at each separate price represented by this footnote will be provided to the Staff of the Securities and Exchange Commission, the Company or a security holder of the Company, upon request to any of the Reporting Persons noted in the signature blocks to this Form 4. |
| 4. All transactions represented by this footnote occurred within a one dollar price range, ranging from a high sales price of $22.51 to a low sales price of $21.52. Full information regarding the number of shares sold at each separate price represented by this footnote will be provided to the Staff of the Securities and Exchange Commission, the Company or a security holder of the Company, upon request to any of the Reporting Persons noted in the signature blocks to this Form 4. |
| 5. Shamrock Activist Value Fund, L.P. (?SAVF?), SAVF II and Shamrock Activist Value Fund III, L.P. (?SAVF III?) have the same general partner. Accordingly, each of SAVF, SAVF II and SAVF III may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended (the ?Exchange Act?), to be beneficial owners of the Activist Value Shares. Each of SAVF, SAVF II and SAVF III disclaims beneficial ownership of the others? shares of the Company, and this report shall not be deemed an admission that any of SAVF, SAVF II or SAVF III is a beneficial owner of the others? shares of the Company for purposes of Section 16 or for any other purpose. |
| 6. Shamrock Activist Value Fund GP, L.L.C. (the ?General Partner?) is the general partner of SAVF, SAVF II and SAVF III. Shamrock Partners Activist Value Fund, L.L.C. (?Shamrock Partners?) is the Managing Member of the General Partner. Stanley P. Gold and Shamrock Holdings of California, Inc. (?SHOC?) are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. (?SHI?) is the sole stockholder of SHOC. Mr. Gold is the sole trustee of four trusts which hold an aggregate of more than 50% of SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. |
| 7. Each of the General Partner, Shamrock Partners, Mr. Gold, SHOC and SHI may be deemed for purposes of Section 16 of the Exchange Act to be indirect beneficial owners of the Activist Value Shares. The General Partner, Shamrock Partners, Mr. Gold, SHOC and SHI disclaim beneficial ownership of the Activist Value Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of the Activist Value Shares for purposes of Section 16 or for any other purpose. |
| /s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 10/01/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND II, L.P. | 10/01/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND III, L.P. | 10/01/2008 | |
| /s/ STANLEY P. GOLD | 10/01/2008 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND, L.P., Authorizing Person | 10/01/2008 | |
| /s/ Shamrock Activist Value Fund GP, L.L.C., its General Partner | 10/01/2008 | |
| /s/ Shamrock Partners Activist Value Fund, L.L.C., its Managing Member | 10/01/2008 | |
| /s/ Dennis Johnson, Vice President | 10/01/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||