Amendment No. 5 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGhXmJdPRvYpi6b6TYVjTxvMiPXq/R82ikwe/wnYBckduO7jDuTNhgxH0dx9FNwL tEpibz/XKD4xNLdP15e8jQ== 0001193125-08-179403.txt : 20080815 0001193125-08-179403.hdr.sgml : 20080814 20080815165622 ACCESSION NUMBER: 0001193125-08-179403 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080815 DATE AS OF CHANGE: 20080815 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBSENSE INC CENTRAL INDEX KEY: 0001098277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 510380839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58931 FILM NUMBER: 081023410 BUSINESS ADDRESS: STREET 1: 10240 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8583208000 MAIL ADDRESS: STREET 1: 10240 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D Amendment No. 5 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 5)*

WEBSENSE, INC.

(Name of Issuer)

Common Shares, $0.01 Par Value

(Title of Class of Securities)

947684 10 6

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, Suite 4400

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 14, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*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.

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).

SCHEDULE 13D


CUSIP No. 987684106


1.	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES	7.	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 3,907,697 Common Shares*
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 0
PERSON WITH	10.	SHARED DISPOSITIVE POWER 3,907,697 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,907,697 Common Shares*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.67%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 987684106


1.	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES	7.	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 753,140 Common Shares*
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 0
PERSON WITH	10.	SHARED DISPOSITIVE POWER 753,140 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 753,140 Common Shares*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.67%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 987684106


1.	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES	7.	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 28,328 Common Shares*
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 0
PERSON WITH	10.	SHARED DISPOSITIVE POWER 28,328 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,328 Common Shares*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 987684106


1.	NAME OF REPORTING PERSONS. Shamrock Activist Value Fund GP, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES	7.	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 4,689,165 Common Shares*
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 0
PERSON WITH	10.	SHARED DISPOSITIVE POWER 4,689,165 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,689,165 Common Shares*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.41%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* See Item 5 hereof.

SCHEDULE 13D


CUSIP No. 987684106


1.	NAME OF REPORTING PERSONS. Shamrock Partners Activist Value Fund, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES	7.	SOLE VOTING POWER 4,689,165 Common Shares*
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 0
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 4,689,165 Common Shares*
PERSON WITH	10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,689,165 Common Shares*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.41%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

ITEM 1.

Security and Issuer.

This statement amends the Schedule 13D, dated October 19, 2007, as amended by Amendment No. 1, dated December 3, 2007, Amendment No. 2, dated January 15, 2008, Amendment No. 3, dated February 13, 2008 and Amendment No. 4, dated March 5, 2008 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to Common Shares, $0.01 par value per share (“Common Shares”), of Websense, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 5 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 2 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY:

ITEM 2.

Identity and Background.

(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), (ii) Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), (iii) Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), (iv) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF, SAVF II and SAVF III (the “General Partner”) and (v) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF, SAVF II and SAVF III (SAVF, SAVF II and SAVF III collectively, are referred to herein as “Shamrock Activist Value Fund”) is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of Shamrock Activist Value Fund, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.

The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Stanley P. Gold, an individual who is President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.

- 7 -

The Roy E. Disney Trust and the Patricia A. Disney Trust each own approximately 2.26% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock. Mr. Gold is also the trustee of the Patricia Disney Trust.

The principal executive offices of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 W. Lakeside Drive, Burbank, California 91505.

The business address of each of the persons listed below is 4444 W. Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the directors, executive officers and controlling persons of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:


Name		Principal Occupation Or Employment
Roy E. Disney		Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a subsidiary of SHOC that provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 W. Lakeside Drive, Burbank, CA 91505.

Abigail E. Disney		Vice Chairman of the Board of Directors of SHI and Executive Vice President of SHOC; investor.

Roy Patrick Disney		Director of SHI; investor.

Susan Disney Lord		Director of SHI; investor.

Timothy J. Disney		Director of SHI; investor.

Stanley P. Gold		Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners.

- 8 -


Michael J. McConnell		Managing Director of SCA; Vice President of SHOC and Shamrock Partners.

Dennis A. Johnson		Managing Director of SCA; Vice President of Shamrock Partners.

Eugene I. Krieger		Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Vice President of SHOC and Shamrock Partners.

Robert G. Moskowitz		Executive Vice President of SHI and SHOC; Managing Director of SCA.

Gregory S. Martin		Chief Financial Officer and Treasurer of SHOC, SHI, SCA and Shamrock Partners.

All of the persons listed above are citizens and residents of the United States.

(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

2. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3.

Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 222,061 Common Shares acquired by it after March 5, 2008 (the date the Schedule 13D was last amended) was $4,217,212 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

- 9 -

The total amount of funds used by SAVF II to purchase the 42,699 Common Shares acquired by it after March 5, 2008 (the date the Schedule 13D was last amended) was $810,916 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 2,440 Common Shares acquired by it after March 5, 2008 (the date the Schedule 13D was last amended) was $46,194 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

3. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4.

Purpose of Transaction.

On August 14, 2008, Dennis A. Johnson, a managing director of Shamrock Capital Advisors, Inc., the investment manager for the Shamrock Activist Value Fund, sent the following letter to John B. Carrington, the Company’s Chairman of the Board of Directors:

Dear Mr. Carrington:

The Shamrock Activist Value Fund (“SAVF”) is one of the largest shareholders of Websense, Inc. (“Websense” or the “Company”), owning 4,689,165 shares of common stock or approximately 10.4% of the outstanding shares. We have been a shareholder of Websense since July 2007.

We urge the Board to immediately take action to maximize the value of the Company, for all stockholders, by promptly implementing a meaningful stock repurchase program. This action should take priority over any other use of shareholder capital unless the Board can both publicly disclose and communicate clearly why an alternative use of capital is in the best long-term interest of the Company’s owners.

Based on our research and analysis, we believe Websense’s common stock is currently trading well below its intrinsic value which we estimate is in excess of $28 per share. Assuming the company continues to operate in the ordinary course, we believe that Websense should generate at least $70 million in free cash flow this year and significantly more in the years to come. According to the Company’s most recent Form 10Q, Websense has more than $65 million in cash and cash equivalents. In light of the foregoing, we believe the Company has a large amount of available excess capital and that Websense shareholders interest would be best served if a substantial portion of that excess capital was returned directly to Websense shareholders in the form of a significant share repurchase program.

- 10 -

We welcome the opportunity to meet with the Board to discuss and present our analysis in detail. Finally, we look forward to continuing our constructive relationship with both the Board and management.

Regards,


		/s/ Dennis A. Johnson
		Dennis A. Johnson, CFA
		Managing Director

4. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the other.

SAVF is the owner of 3,907,697 Common Shares, which represents approximately 8.67% of the issued and outstanding Common Shares. SAVF II is the owner of 753,140 Common Shares, which represents approximately 1.67% of the issued and outstanding Common Shares. SAVF III is the owner of 28,328 Common Shares, which represents approximately 0.07% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund owns 4,689,165 Common Shares, which represents approximately 10.41% of the issued and outstanding Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 4,689,165 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 10.41% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 4,689,165 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 10.41% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 4,689,165 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 4,689,165 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

- 11 -

The percentage of ownership figures set forth above and in response to Items 5(a) and 5(b) assumes that 45,054,264 Common Shares were outstanding as of August 14, 2008, based on the information contained in the Company’s Report on Form 10-Q filed with the United States Securities and Exchange Commission on August 8, 2008.

Except as set forth above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares during the last 60 days.

(d) Not applicable.

(e) Not applicable.

4. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7.

Material to be Filed as Exhibits.


		Document
Exhibit 11	—	Joint Filing Agreement, dated October 19, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

- 12 -

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Dennis A. Johnson
		Name: Dennis A. Johnson
		Title: Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Dennis A. Johnson
		Name: Dennis A. Johnson
		Title: Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Dennis A. Johnson
		Name: Dennis A. Johnson
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Dennis A. Johnson
		Name: Dennis A. Johnson
		Title: Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Dennis A. Johnson
		Name: Dennis A. Johnson
		Title: Vice President

Exhibit Index


		Document
Exhibit 11	—	Joint Filing Agreement, dated October 19, 2007 among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-11 2 dex11.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 11

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Websense, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: October 19, 2007


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
		Name: Michael J. McConnell
		Title: Vice President

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