SEC Form 4
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*
Shamrock Activist Value Fund L P

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEBSENSE INC [ WBSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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
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: 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*
Shamrock Activist Value Fund L P

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shamrock Activist Value Fund II, L.P.

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shamrock Activist Value Fund III, L.P.

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLD STANLEY P

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shamrock Activist Value Fund GP, L.L.C.

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shamrock Partners Activist Value Fund, L.L.C.

(Last) (First) (Middle)
4444 W. LAKESIDE DRIVE

(Street)
BURBANK CA 91505

(City) (State) (Zip)
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
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