SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DIGITAL MEDIA & COMMUNICATINS III C LTD

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012

3. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [ WAGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of group > 10%

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/04/2011

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,550	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	444	⁽¹⁾	D
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	255	⁽²⁾	D
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,337,008	⁽³⁾	D
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	113,659	⁽³⁾	D
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	277,185	⁽³⁾	D
Series E-1 Warrant (right to buy)	07/30/2010	06/30/2014	Series E-1 Preferred Stock	457,233⁽⁴⁾	$2.29⁽⁴⁾	D

Explanation of Responses:

1. Each share of the Issuer's Series A-1 preferred stock will automatically convert into 1.47059 shares of common stock upon the closing of the Issuer's initial public offering.

2. Each share of the Issuer's Series A-2 preferred stock will automatically convert into 0.85208 shares of common stock upon the closing of the Issuer's initial public offering.

3. Each share of the Issuer's Series C preferred stock, Series D preferred stock and Series E preferred stock will automatically convert into 0.50000 shares of common stock upon the closing of the Issuer's initial public offering.

4. Upon the closing of the Issuer's initial public offering, this Series E-1 Warrant to purchase 457,233 shares of E-1 preferred stock will become exercisable to purchase 228,616 shares of common stock, and will expire on June 30, 2014.

Remarks:

This amended and restated report on Form 3/A is being filed to correct the transaction date originally reported as August 4, 2011 to May 9, 2012, the effective date of the Issuer's Registration Statement on Form S-1.

	/s/ Jarlyth H. Gibson, Compliance Officer	05/09/2012
	** 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 5 (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 Number.