0001181431-11-043896.txt : 20110804 0001181431-11-043896.hdr.sgml : 20110804 20110804141232 ACCESSION NUMBER: 0001181431-11-043896 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110804 FILED AS OF DATE: 20110804 DATE AS OF CHANGE: 20110804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gramaglia Jerry CENTRAL INDEX KEY: 0001294181 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 111010016 MAIL ADDRESS: STREET 1: 64 SPENCER LANE CITY: ATHERTON STATE: CA ZIP: 94027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WAGEWORKS, INC. CENTRAL INDEX KEY: 0001158863 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943351864 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: 4TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-557-5200 MAIL ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: 4TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: WAGEWORKS INC DATE OF NAME CHANGE: 20010907 3 1 rrd318988.xml FORM 3 X0204 3 2011-08-04 0 0001158863 WAGEWORKS, INC. WAGE 0001294181 Gramaglia Jerry C/O WAGEWORKS, INC. 1100 PARK PLACE, 4TH FLOOR SAN MATEO CA 94403 1 0 0 0 Common Stock 25000 D Option to Buy (Common Stock) 8.28 2018-02-07 Common Stock 6500 D Option to Buy (Common Stock) 6.14 2019-05-07 Common Stock 6500 D Option to Buy (Common Stock) 5.32 2020-05-05 Common Stock 6500 D Option to Buy (Common Stock) 6.18 2020-11-04 Common Stock 11000 D Series D Preferred Stock Common Stock 23322 D All of the shares subject to these options are currently vested. Option shares will vest in 12 equal monthly installments. 1/12th of the option shares will vest on the first monthly anniversary of the effective date, and shall continue to vest in equal installments on each of the succeeding monthly anniversaries of the effective date. The effective date was 11/4/2010. Each share of the Issuer's Series D preferred stock will automatically convert into 0.50000 shares of common stock upon the closing of the Issuer's initial public offering. The anticipated effective date of the Issuer's initial public offering is Thursday, August 4, 2011. /s/ Kimberly L. Jackson, Attorney-in-fact for Jerome D. Gramaglia 2011-08-04 EX-24. 2 rrd286030_322889.htm POWER OF ATTORNEY rrd286030_322889.html 
              LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

         The undersigned, as an officer or director of WageWorks, Inc. (the
"Company"), hereby constitutes and appoints Kimberly Jackson, Jim Lambert and
Suzanne Bonotto, and each of them, the undersigned's true and lawful
attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4
and 5 and other forms as such attorney shall in his discretion determine to be
required or advisable pursuant to Rule 144 promulgated under the Securities Act
of 1933 (as amended), Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company and
such other person or agency as the attorney shall deem appropriate. The
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company unless earlier revoked by the undersigned in a writing delivered
to the foregoing attorneys-in-fact.

         This Limited Power of Attorney is executed at San Mateo, CA, as of the
date set forth below.

                                        /s/ Jerome D. Gramaglia
                                        ---------------------------------------
                                        Jerome D. Gramaglia

                                        Dated: 7/26/2011
                                        ---------------------------------------

Witness:

/s/ Beverly Trimble
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Signature

Beverly Trimble
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Type or Print Name

Dated: 7/26/2011
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