X0205 3/A 2012-05-09 2011-08-04 0 0001158863 WAGEWORKS, INC. WAGE 0001260018 DIGITAL MEDIA & COMMUNICATINS III D CV C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET 29TH FLOOR BOSTON MA 02109 0 0 0 1 Member of group > 10% Common Stock 3426 D Series A-1 Preferred Stock Common Stock 71 D Series A-2 Preferred Stock Common Stock 40 D Series C Preferred Stock Common Stock 212514 D Series D Preferred Stock Common Stock 18073 D Series E Preferred Stock Common Stock 44059 D Series E-1 Warrant (right to buy) 2.29 2010-07-30 2014-06-30 Series E-1 Preferred Stock 72679 D 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. 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. 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. Upon the closing of the Issuer's initial public offering, this Series E-1 Warrant to purchase 72,679 shares of E-1 preferred stock will become exercisable to purchase 36,339 shares of common stock, and will expire on June 30, 2014. 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 2012-05-09