UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No.
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)*
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WEBSENSE, INC.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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947684106
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(CUSIP Number)
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Vector Capital IV, L.P.
Vector Capital Partners IV, L.P.
Vector Entrepreneur Fund III, L.P.
Vector Capital Partners III, L.P.
Vector Capital, L.L.C.
Alexander R. Slusky
c/o Vector Capital Corporation
One Market Street, Steuart Tower, 23rd Floor
San Francisco, CA 94105
Telephone: (415) 293-5000
Attn: David Baylor
With a copy to:
Martin A. Wellington
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
Telephone: (650) 752-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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May 20, 2013
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(Date of Event which Requires Filing of this Statement)
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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-l(f) or 240.13d-l(g), check the following box. o
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*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.
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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).
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CUSIP No.
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947684106
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1.
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Names of Reporting Persons.
Vector Capital IV, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, BK, OO (see Item 3)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,293,106 shares of common stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,293,106 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,293,106 shares of common stock
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
6.3%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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947684106
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1.
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Names of Reporting Persons.
Vector Entrepreneur Fund III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, BK, OO (see Item 3)
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
27,851 shares of common stock
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
27,851 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
27,851 shares of common stock
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
|
947684106
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1.
|
Names of Reporting Persons.
Vector Capital Partners IV, L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
Sole Voting Power
0
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||
8.
|
Shared Voting Power
2,293,106 shares of common stock
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9.
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Sole Dispositive Power
0
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10.
|
Shared Dispositive Power
2,293,106 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,293,106 shares of common stock
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
|
Percent of Class Represented by Amount in Row (11)
6.3%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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947684106
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1.
|
Names of Reporting Persons.
Vector Capital Partners III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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|||
4.
|
Source of Funds (See Instructions)
AF
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
|
Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
Sole Voting Power
0
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||
8.
|
Shared Voting Power
27,851 shares of common stock
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9.
|
Sole Dispositive Power
0
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|||
10.
|
Shared Dispositive Power
27,851 shares of common stock
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,851 shares of common stock
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
0.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
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947684106
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1.
|
Names of Reporting Persons.
Vector Capital, L.L.C.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
|
SEC Use Only
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|||
4.
|
Source of Funds (See Instructions)
AF
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|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
|
Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
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||
8.
|
Shared Voting Power
2,320,957 shares of common stock
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9.
|
Sole Dispositive Power
0
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10.
|
Shared Dispositive Power
2,320,957 shares of common stock
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,320,957 shares of common stock
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
|
Percent of Class Represented by Amount in Row (11)
6.3%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No.
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947684106
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1.
|
Names of Reporting Persons.
Alexander R. Slusky
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3.
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SEC Use Only
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|||
4.
|
Source of Funds (See Instructions)
AF
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
|
Citizenship or Place of Organization
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
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||
8.
|
Shared Voting Power
2,320,957 shares of common stock
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9.
|
Sole Dispositive Power
0
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|||
10.
|
Shared Dispositive Power
2,320,957 shares of common stock
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,320,957 shares of common stock
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
|
Percent of Class Represented by Amount in Row (11)
6.3%
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14.
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Type of Reporting Person (See Instructions)
IN
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a.
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This statement on Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (i) Vector Capital IV, L.P., a Delaware limited partnership (“VC IV”), (ii) Vector Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”), (iii) Vector Entrepreneur Fund III, L.P., a Delaware limited partnership (“VE III”), (iv) Vector Capital Partners III, L.P., a Delaware limited partnership (“VCP III”), (v) Vector Capital, L.L.C., a Delaware limited liability company (“VC”, together with VC IV, VCP IV, VE III and VCP III, “Vector”) and (vi) Alexander R. Slusky, an individual (“Mr. Slusky”). VCP IV is the sole general partner of VC IV. VCP III is the sole general partner of VE III. VC is the sole general partner of both VCP IV and VCP III. Mr. Slusky is the Managing Member of VC. The agreement among the Reporting Persons relating to the joint filing of this statement is attached to this statement on Schedule 13D as Exhibit 1.
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b.
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The principal business and office address for the Reporting Persons is c/o Vector Capital Corporation, One Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94105.
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c.
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The business of Vector is that of a private limited partnership, engaged in making investments in securities of public and private companies for its own account. The principal employment of Mr. Slusky is as the sole Director and President of Vector Capital Corporation, a Delaware corporation, which is principally engaged in the business of managing a portfolio of funds, including Vector.
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d.
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding.
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e.
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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f.
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Mr. Slusky is a United States citizen.
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a)
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As of the date hereof, the Reporting Persons have the following interest in the securities of the Company:
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i.
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VC IV beneficially owns 2,293,106 Shares, making it the beneficial owner of 6.3% of the Company’s common stock.
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ii.
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VCP IV beneficially owns 2,293,106 Shares, making it the beneficial owner of 6.3% of the Company’s common stock.
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iii.
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VE III beneficially owns 27,851 Shares, making it the beneficial owner of 0.1% of the Company’s common stock.
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iv.
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VCP III beneficially owns 27,851 Shares, making it the beneficial owner of 0.1% of the Company’s common stock.
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v.
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VC beneficially owns 2,320,957 Shares, making it the beneficial owner of 6.3% of the Company’s common stock.
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vi.
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Mr. Slusky beneficially owns 2,320,957 Shares, making him the beneficial owner of 6.3% of the Company’s common stock.
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b)
|
The table below sets forth for the Reporting Persons the number of Shares for which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, or sole or shared power to dispose or to direct the disposition.
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VC IV
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VCP IV
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VE III
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VCP III
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VC
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Mr. Slusky
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Sole Power to Vote/Direct Vote
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0
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0
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0
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0
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0
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0
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Shared Power to Vote/Direct Vote
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2,293,106
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2,293,106
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27,851
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27,851
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2,320,957
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2,320,957
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Sole Power to Dispose/Direct Disposition
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0
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0
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0
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0
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0
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0
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Shared Power to Dispose/Direct Disposition
|
2,293,106
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2,293,106
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27,851
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27,851
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2,320,957
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2,320,957
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c)
|
There have been no purchases or sales of the Company’s common stock by any of the Reporting Persons within the last sixty days, except for the purchases of the Company’s common stock by VC IV and VC III on the open market as indicated in the table below, which table sets forth the date of each transaction, number of shares purchased in each transaction, and the purchase price per share for the shares purchased in each transaction:
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Date
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Number of Shares
Purchased
|
Purchase Price per
Share
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March 28, 2013
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74,100
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$ 14.99980
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April 1, 2013
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56,909
|
$ 14.96330
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||
April 2, 2013
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15,512
|
$ 14.98330
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||
April 3, 2013
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25,787
|
$ 14.99910
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||
April 4, 2013
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12,745
|
$ 15.00000
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April 5, 2013
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168,158
|
$ 14.94650
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||
April 8, 2013
|
39,816
|
$ 14.96120
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||
April 9, 2013
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100,974
|
$ 14.99010
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April 11, 2013
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48,214
|
$ 14.99670
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April 12, 2013
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55,328
|
$ 14.99210
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April 15, 2013
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179,717
|
$ 14.75100
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April 16, 2013
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53,352
|
$ 14.43430
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April 17, 2013
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126,464
|
$ 14.34990
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April 18, 2013
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91,785
|
$ 14.46150
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April 19, 2013
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4,446
|
$ 14.49890
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April 22, 2013
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81,312
|
$ 14.51780
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April 23, 2013
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22,823
|
$ 14.87660
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April 24, 2013
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40,212
|
$ 14.89410
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May 20, 2013
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882,284
|
$ 24.74010
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May 21, 2013
|
213,168
|
$ 24.75020
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Date
|
Number of Shares
Purchased
|
Purchase Price per
Share
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March 28, 2013
|
900
|
$ 14.99980
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April 1, 2013
|
691
|
$ 14.96330
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April 2, 2013
|
188
|
$ 14.98330
|
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April 3, 2013
|
313
|
$ 14.99910
|
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April 4, 2013
|
155
|
$ 15.00000
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April 5, 2013
|
2,042
|
$ 14.94650
|
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April 8, 2013
|
484
|
$ 14.96120
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April 9, 2013
|
1,226
|
$ 14.99010
|
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April 11, 2013
|
586
|
$ 14.99670
|
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April 12, 2013
|
672
|
$ 14.99210
|
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April 15, 2013
|
2,183
|
$ 14.75100
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April 16, 2013
|
648
|
$ 14.43430
|
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April 17, 2013
|
1,536
|
$ 14.34990
|
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April 18, 2013
|
1,115
|
$ 14.46150
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April 19, 2013
|
54
|
$ 14.49890
|
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April 22, 2013
|
988
|
$ 14.51780
|
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April 23, 2013
|
277
|
$ 14.87660
|
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April 24, 2013
|
488
|
$ 14.89410
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May 20, 2013
|
10,716
|
$ 24.74010
|
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May 21, 2013
|
2,589
|
$ 24.75020
|
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d)
|
Not applicable.
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e)
|
Not applicable.
|
VECTOR CAPITAL IV, L.P.
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By: Vector Capital Partners IV, L.P., its General Partner
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By:
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/s/ Alexander R. Slusky
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Name: Alexander R. Slusky
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Title: Managing Partner
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VECTOR ENTREPRENEUR FUND III, L.P.
|
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By: Vector Capital Partners III, L.P., its General Partner
|
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By:
|
/s/ Alexander R. Slusky
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Name: Alexander R. Slusky
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Title: Managing Partner
|
VECTOR CAPITAL PARTNERS IV, L.P.
|
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By: Vector Capital, L.L.C., its General Partner
|
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By:
|
/s/ Alexander R. Slusky
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Name: Alexander R. Slusky
|
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Title: Managing Member
|
VECTOR CAPITAL, L.L.C.
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By:
|
/s/ Alexander R. Slusky
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Name: Alexander R. Slusky
|
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Title: Managing Member
|
ALEXANDER R. SLUSKY
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|
VECTOR CAPITAL IV, L.P.
|
|||
By: Vector Capital Partners IV, L.P., its General Partner
|
|||
By:
|
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|
|||
Title: Managing Partner
|
VECTOR ENTREPRENEUR FUND III, L.P.
|
|||
By: Vector Capital Partners III, L.P., its General Partner
|
|||
By:
|
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|
|||
Title: Managing Partner
|
VECTOR CAPITAL PARTNERS IV, L.P.
|
|||
By: Vector Capital, L.L.C., its General Partner
|
|||
By:
|
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|
|||
Title: Managing Member
|
VECTOR CAPITAL, L.L.C.
|
|||
By:
|
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|
|||
Title: Managing Member
|
ALEXANDER R. SLUSKY
/s/ Alexander R. Slusky
|
||
Name: Alexander R. Slusky
|