FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SUTTON GARY 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10240 SORRENTO VALLEY ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2013
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/25/2013     D    6199   D $0.00   (1) 0   D    
Common Stock   6/25/2013     D    1617   D $0.00   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $15.95   6/25/2013     D         5000      (3) 6/2/2014   Common Stock   5000   $8.80   0   D    
Stock Option (right to buy)   $22.49   6/25/2013     D         5000      (3) 6/6/2016   Common Stock   5000   $2.26   0   D    
Stock Option (right to buy)   $21.75   6/25/2013     D         5000      (3) 6/5/2017   Common Stock   5000   $3.00   0   D    
Stock Option (right to buy)   $18.07   6/25/2013     D         12500      (3) 6/4/2018   Common Stock   12500   $6.68   0   D    
Stock Option (right to buy)   $18.49   6/25/2013     D         11000      (3) 6/16/2016   Common Stock   11000   $6.26   0   D    
Stock Option (right to buy)   $19.73   6/25/2013     D         11000      (3) 6/8/2017   Common Stock   11000   $5.02   0   D    
Stock Option (right to buy)   $23.99   6/25/2013     D         11000      (3) 6/7/2018   Common Stock   11000   $0.76   0   D    
Stock Option (right to buy)   $18.58   6/25/2013     D         11000      (3) 5/31/2019   Common Stock   11000   $6.17   0   D    
Stock Option (right to buy)   $24.73   6/25/2013     D         11000      (3) 6/12/2020   Common Stock   11000   $0.02   0   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUTTON GARY
10240 SORRENTO VALLEY ROAD
SAN DIEGO, CA 92121 		X



Signatures
/s/ Michael A. Newman, Attorney-in-fact 6/27/2013
** 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).
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 control number.
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