Websense Shareholder Litigation
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This website has been established to provide general information related to the Websense Shareholder Litigation and the resulting Settlement Fund. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Amended Stipulation of Settlement (the "Amended Stipulation") dated July 14, 2016. This Action is pending before Judge Joan M. Lewis of the Superior Court of the State of California, County of San Diego.

The Settlement, if approved, will result in the creation of a cash settlement fund of $40,000,000 (the “Settlement Amount”). The Settlement Amount, plus accrued interest (the “Settlement Fund”) and minus the costs of the Notice of Proposed Settlement of Class Action (the "Notice") and all costs associated with the administration of the Settlement, as well as attorneys’ fees and expenses, as approved by the Court (the “Net Settlement Amount”), will be distributed to Class Members who submit valid and timely Proof of Claim and Release (“Proof of Claim”) forms (the “Settlement Payment Recipients”) pursuant to the Plan of Allocation that is described in the Notice.

The Class includes all holders of Websense common stock who received consideration for their shares in the acquisition of Websense by Vista at the price of $24.75 per share, first announced on May 20, 2013.

The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the Court for payment of attorneys’ fees and expenses from the Settlement Fund; you will not be otherwise charged for their work. If you want to be represented by your own lawyer, you may hire one at your own expense.


On May 20, 2013, Websense announced that it had entered into a definitive merger agreement (the “Merger Agreement”) with Vista, under which Vista agreed to acquire Websense through a tender offer for $24.75 per share in cash (the “Tender Offer”). On May 28, 2013, Vista commenced the Tender Offer.

On May 30, 2013, Plaintiff filed a putative class action complaint on behalf of Websense common stockholders in this Court alleging, among other things, that the members of Websense’s Board of Directors (“Board” or “Defendants”) breached their fiduciary duties in connection with the Acquisition.

On June 25, 2013, the Tender Offer closed and Vista completed the Acquisition.

On or around August 22, 2014, the Court overruled demurrers filed by Defendants and sustained the demurrers filed by Websense and Vista. By order entered December 2, 2014, the Court dismissed Websense and Vista with prejudice from the Action.

On or around May 1, 2015, the Court granted Plaintiff’s Motion for Class Certification and entered an Order defining the Class as: “All holders of Websense, Inc. (‘Websense’) common stock who received consideration for their shares in the acquisition of Websense by Vista Equity Partners (‘VEP’) (together with Tomahawk Acquisitions, LLC and Tomahawk Merger Sub, Inc., ‘Vista’) at the price of $24.75 per share, first announced on May 20, 2013. Excluded from the Class are defendants and any person, firm, trust, corporation or other entity related to or affiliated with any defendant (the ‘Class’).”

From the Spring of 2014 through April 2016, the parties conducted extensive adversarial discovery, whereby the parties, former parties and subpoenaed non-parties combined to produce approximately 144,623 pages of documents.The parties additionally propounded, and responded to, interrogatories, requests for admission and document requests.

During this same period, Plaintiff also took the depositions of 10 fact witnesses, located across the country. The fact witnesses deposed included all but two members of the Websense Board, a representative of Merrill Lynch, several former Websense executives and employees, and several non-parties.

Between March 25, 2016 and April 22, 2016, the parties identified their experts and exchanged expert reports.

On or around April 27, 2016, while the parties were engaged in summary judgment briefing (with the hearing on the Motion for Summary Judgment scheduled to take place on June 24, 2016 and trial to begin July 29, 2016), the parties reached an agreement to settle the Action, and thereafter, the parties negotiated the complete terms of the Settlement, which are set forth in the Amended Stipulation.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency of Class Action, the Notice and Amended Stipulation. These and other case documents can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully and in their entirety.


SUBMIT A CLAIM FORM In order to qualify for a payment, you must timely submit a Proof of Claim. Proof of Claim forms must be postmarked or submitted online on or before November 10, 2016.
OBJECT Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees, costs, and expenses. You will still be a member of the Class. Objections must be received by the Court and counsel on or before October 21, 2016.
GO TO THE HEARING ON NOVEMBER 4, 2016 Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before October 21, 2016.
DO NOTHING If you choose this option, you will not share in the proceeds of the Settlement, but you will be bound by any judgment entered by the Court, and the releases contained therein.


Submit a Claim Form: November 10, 2016
File an Objection: October 21, 2016
Court Hearing on Fairness of Settlement: November 4, 2016 8:30 a.m.