Sec Form 4 Filing - WALLER PETER @ WEBSENSE INC - 2012-05-31

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WALLER PETER 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) WEBSENSE, INC., 10240 SORRENTO VALLEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2012 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/31/2012 A 2,152 A $ 0.01 8,009 D Common Stock 06/01/2012 M 2,000 A $ 13.87 10,009 D Common Stock 06/01/2012 S 2,000 D $ 18.1136 8,009 ( 1 ) ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 18.58 05/31/2012 M 11,000 05/31/2012 05/31/2019 Common Stock 11,000 ( 1 ) $ 0 11,000 D Stock Option (Right to Buy $ 13.87 06/01/2012 S 2,000 06/12/2002 06/12/2012 Common Stock 2,000 ( 3 ) $ 18.1136 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALLER PETER WEBSENSE, INC. 10240 SORRENTO VALLEY ROAD SAN DIEGO, CA92121 X Signatures Peter Waller 06/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to both the option and the restricted stock units shall vest, and any repurchase right for the options shall lapse, in a series of twelve successive equal monthly installments upon the individual's completion of each month of service as a Board member measured from the award date. ( 2 )Of the 8,009 shares reported, 3,819 are Restricted Stock Units, which are subject to time-based vesting. ( 3 )Peter Waller has a 10b5-1 selling plan for the period ending June 11, 2012. This reflects the exercise of options and sale of stock per this agreement.

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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