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

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1. Name and Address of Reporting Person* Michl Leigh (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 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) Former Director	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	08/01/2015	Common Stock	5,000	$2	D

Explanation of Responses:

1. Shares are immediately exercisable.

Remarks:

This report on Form 3/A is being filed to (i) 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 (the "Effective Date") and (ii) update the reporting person's relationship to the Issuer as of the Effective Date. As of the Effective Date, the reporting person is not subject to Section 16 and the securities reported in Row I of Table II were reported solely to gain access to the EDGAR system.

	/s/ Jarlyth H. Gibson, Attorney-in-Fact	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).
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