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*
McCormack John Robert
(Last) (First) (Middle)
10240 SORRENTO VALLEY ROAD
(Street)
SAN DIEGO CA 92121
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2013
4. If Amendment, Date of 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)
Code V Amount (A) or (D) Price
Common Stock 06/25/2013 D 26,421(1) D $0.00(2) 0 D
Common Stock 06/25/2013 D 138,200 D $0.00(3) 0 D
Common Stock 06/25/2013 A 37,500 A $0.00(4) 37,500 D
Common Stock 06/25/2013 D 37,500 D $0.00(5) 0 D
Common Stock 06/25/2013 D 34,170 D $0.00(5) 0 D
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
Stock Option (right to buy) $23.93 06/25/2013 D 40,000 (6) 05/01/2014 Common Stock 40,000 $0.82 0 D
Stock Option (right to buy) $18.74 06/25/2013 D 50,000 (6) 05/07/2015 Common Stock 50,000 $6.01 0 D
Stock Option (right to buy) $17.83 06/25/2013 D 150,000 (6) 04/30/2016 Common Stock 150,000 $6.92 0 D
Stock Option (right to buy) $17.405 06/25/2013 D 120,000 (6) 02/10/2019 Common Stock 120,000 $7.35 0 D
Stock Option (right to buy) $14.63 06/25/2013 D 150,000 (6) 01/31/2020 Common Stock 150,000 $10.12 0 D
Stock Option (right to buy) $14.63 06/25/2013 D 100,000 (6) 01/31/2020 Common Stock 100,000 $10.12 0 D
Explanation of Responses:
1. Includes 437 shares that were acquired June 20, 2013 per the Issuer's Employer Stock Purchase Plan.
2. Per the terms of the Agreement and Plan of Merger, dated as of May 19, 2013, by and among Tomahawk Acquisition, LLC; Tomahawk Merger Sub, Inc. and Websense, Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Websense common stock was validly tendered for $24.75 per share in cash.
3. Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Acceptance Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $24.75 per share.
4. On February 10, 2013, the reporting person received a performance stock unit award (the "PSU") to vest only upon satisfaction of certain corporate performance criteria for 2013. In connection with the merger, the PSU was settled for the maximum number of shares.
5. Per the terms of the Merger Agreement, each PSU that was outstanding as of the Acceptance Time was cancelled and converted into the right to receive cash in an amount equal to $24.75 per share.
6. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Acceptance Time, whether or not vested, was cancelled and converted into the right to receive cash in amount equal to (i) the total number of shares subject to each such option immediately prior to the Acceleration Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $24.75 over (y) the exercise price payable per share under each such stock option.
Remarks:
/s/ John R. McCormack 06/27/2013
** 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).
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