SEC FORM 4

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

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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^*

ADVENT INTERNATIONAL CORP/MA

(Last)

(First)

(Middle)

75 STATE STREET,

29TH FLOOR

(Street)

BOSTON

02109

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of group no longer >10%

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2012		C		1,347	A	⁽¹⁾	45,909	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		443	A	⁽³⁾	46,352	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		1,382,351	A	⁽⁴⁾	1,428,703	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		117,510	A	⁽⁴⁾	1,546,213	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		286,581	A	⁽⁴⁾	1,832,794	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	05/15/2012		C			919	⁽¹⁾	⁽¹⁾	Common Stock	1,347	$0.00	0	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽³⁾	05/15/2012		C			526	⁽³⁾	⁽³⁾	Common Stock	443	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁴⁾	05/15/2012		C			2,764,706	⁽⁴⁾	⁽⁴⁾	Common Stock	1,382,351	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽⁴⁾	05/15/2012		C			235,025	⁽⁴⁾	⁽⁴⁾	Common Stock	117,510	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽⁴⁾	05/15/2012		C			573,168	⁽⁴⁾	⁽⁴⁾	Common Stock	286,581	$0.00	0	I	See Footnote⁽²⁾
Series E-1 Warrant (Right to Buy)	$2.29	05/15/2012		C⁽⁵⁾			945,477	07/30/2010	06/30/2014	Series E-1 Preferred Stock	945,477	$0.00	0	I	See Footnote⁽²⁾
Common Stock Warrant (Right to Buy)	$4.58	05/15/2012		C⁽⁵⁾		472,736		07/30/2010	06/30/2014	Common Stock	472,736	$0.00	472,736	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Each share of the Issuer's Series A-1 preferred stock automatically converted into 1.47059 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. These securities are indirectly beneficially owned in the following capacities; as General Partner of Advent Partners DMC III Limited Partnership, Advent Partners II Limited Partnership, and Advent Partners II-A Limited Partnership and as General Partner of Advent International Limited Partnership, which in turn is the General Partner of the following entities: Digital Media & Communications III Limited Partnership, Digital Media & Communications III-A Limited Partnership, Digital Media & Communications III-B Limited Partnership, Digital Media & Communications III-C Limited Partnership, Digital Media & Communications III-D C.V., and Digital Media & Communications III-E C.V.

3. Each share of the Issuer's Series A-2 preferred stock automatically converted into 0.85208 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. Each share of the Issuer's Series C preferred stock, Series D preferred stock and Series E preferred stock automatically converted into 0.50 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series E-1 warrants to purchase shares of Series E preferred stock automatically converted into warrants to purchase 0.50 shares of common stock, at an exercise price of $4.58 per share, immediately prior to the closing of the Issuer's initial public offering.

Remarks:

	/s/ Jarlyth H. Gibson, Compliance Officer	05/17/2012
	** 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 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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