SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VANTAGEPOINT VENTURE ASSOCIATES IV LLC (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WAGEWORKS, INC. [ WAGE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/10/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/10/2012		M		5,200(2)	A	$8.28	13,034	D(1)
Common Stock	07/10/2012		M		866(2)	A	$6.14	13,900	D(1)
Common Stock								12,193,635	D(1)(6)
Common Stock								1,227,870	D(1)(7)
Common Stock								150,649	D(1)(8)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	$8.28	07/10/2012		M			6,500(3)	(4)	02/07/2018	Common Stock	6,500	$0	0	I	By: Annette Bianchi(5)
Stock Option (right to buy)	$6.14	07/10/2012		M			1,083(3)	(4)	05/07/2019	Common Stock	1,083	$0	0	I	By: Annette Bianchi(5)
Stock Option (right to buy)	$8.28							(4)	02/07/2018	Common Stock	6,500		6,500	I	By: J. Stephan Dolezalek(5)
Stock Option (right to buy)	$6.14							(4)	05/07/2019	Common Stock	5,958		5,958	I	By: J. Stephan Dolezalek(5)

1. Name and Address of Reporting Person* VANTAGEPOINT VENTURE ASSOCIATES IV LLC (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VANTAGEPOINT VENTURE PARTNERS IV Q LP (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VANTAGEPOINT VENTURE PARTNERS IV LP (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SALZMAN ALAN E (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 (Street) SAN BRUNO CA 94066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The General Partner of VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., and VantagePoint Venture Partners IV Principals Fund, L.P. is VantagePoint Venture Associates IV, L.L.C. Alan E. Salzman is a managing member of the General Partner and may be deemed to have voting and investment power with respect to the securities held by these entities. Mr. Salzman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings of the Issuer but do not affirm the existence of any such group.

2. Only VantagePoint Venture Associates IV, L.L.C. and its managing member, Alan E. Salzman, are acquiring beneficial ownership of these shares of Common Stock.

3. All Reporting Owners are disposing of the derivative security.

4. Immediately exercisable as to all shares.

5. VantagePoint Venture Associates IV, L.L.C. has the sole power to exercise the options, and sole voting and investment power with respect to the shares underlying the options. Ms. Bianchi and Mr. Dolezalek disclaim beneficial ownership thereof except to the extent of their pecuniary interests therein.

6. By: VantagePoint Venture Partners IV (Q), L.P.

7. By: VantagePoint Venture Partners IV, L.P.

8. By: VantagePoint Venture Partners IV Principals Fund, L.P.

	VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	07/27/2012
	VantagePoint Venture Partners IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	07/27/2012
	VantagePoint Venture Partners IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	07/27/2012
	VantagePoint Venture Partners IV Principals Fund, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member	07/27/2012
	Alan E. Salzman	07/27/2012
	** Signature of Reporting Person	Date
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