Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  VANTAGEPOINT VENTURE ASSOCIATES IV LLC
2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012
3. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [WAGE]
(Last)
(First)
(Middle)
C/O VANTAGEPOINT CAPITAL PARTNERS, 1001 BAYHILL DRIVE, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN BRUNO, CA 94066
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 7,834
D (1)
 
Common Stock 222,911
D (1) (2)
 
Common Stock 22,316
D (1) (3)
 
Common Stock 812
D (1) (4)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Series A-1 Preferred Stock   (5)   (5) Common Stock 1,350,175 $ (5) D (1) (2)  
Series A-1 Preferred Stock   (5)   (5) Common Stock 136,555 $ (5) D (1) (3)  
Series A-1 Preferred Stock   (5)   (5) Common Stock 46,870 $ (5) D (1) (4)  
Series A-2 Preferred Stock   (6)   (6) Common Stock 785,242 $ (6) D (1) (2)  
Series A-2 Preferred Stock   (6)   (6) Common Stock 79,745 $ (6) D (1) (3)  
Series A-2 Preferred Stock   (6)   (6) Common Stock 11,354 $ (6) D (1) (4)  
Series B Preferred Stock   (7)   (7) Common Stock 13,360,237 $ (7) D (1) (2)  
Series B Preferred Stock   (7)   (7) Common Stock 1,345,804 $ (7) D (1) (3)  
Series B Preferred Stock   (7)   (7) Common Stock 123,272 $ (7) D (1) (4)  
Series C Preferred Stock   (7)   (7) Common Stock 852,705 $ (7) D (1) (2)  
Series C Preferred Stock   (7)   (7) Common Stock 85,365 $ (7) D (1) (3)  
Series C Preferred Stock   (7)   (7) Common Stock 3,106 $ (7) D (1) (4)  
Series D Preferred Stock   (7)   (7) Common Stock 559,043 $ (7) D (1) (2)  
Series D Preferred Stock   (7)   (7) Common Stock 55,967 $ (7) D (1) (3)  
Series D Preferred Stock   (7)   (7) Common Stock 2,036 $ (7) D (1) (4)  
Series E Preferred Stock   (7)   (7) Common Stock 3,860,189 $ (7) D (1) (2)  
Series E Preferred Stock   (7)   (7) Common Stock 386,444 $ (7) D (1) (3)  
Series E Preferred Stock   (7)   (7) Common Stock 14,060 $ (7) D (1) (4)  
Series E-1 Preferred Stock Warrant (right to buy)   (8) 06/30/2014 Series E-1 Preferred Stock 6,367,609 $ 2.29 (8) D (1) (2)  
Series E-1 Preferred Stock Warrant (right to buy)   (8) 06/30/2014 Series E-1 Preferred Stock 637,463 $ 2.29 (8) D (1) (3)  
Series E-1 Preferred Stock Warrant (right to buy)   (8) 06/30/2014 Series E-1 Preferred Stock 23,193 $ 2.29 (8) D (1) (4)  
Stock Option (right to buy)   (9) 05/06/2020 Common Stock 6,500 $ 5.32 I By: Thomas A. Bevilacqua (10)
Stock Option (right to buy)   (9) 02/09/2022 Common Stock 13,000 $ 9.59 I By: Thomas A. Bevilacqua (10)
Stock Option (right to buy)   (9) 02/07/2018 Common Stock 6,500 $ 8.28 I By: J. Stephan Dolezalek (10)
Stock Option (right to buy)   (9) 05/07/2019 Common Stock 5,958 $ 6.14 I By: J. Stephan Dolezalek (10)
Stock Option (right to buy)   (9) 02/07/2018 Common Stock 6,500 $ 8.28 I By: Annette Bianchi (10)
Stock Option (right to buy)   (9) 05/07/2019 Common Stock 1,083 $ 6.14 I By: Annette Bianchi (10)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VANTAGEPOINT VENTURE ASSOCIATES IV LLC
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA 94066
  X   X    
VANTAGEPOINT VENTURE PARTNERS IV Q LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA 94066
  X   X    
VANTAGEPOINT VENTURE PARTNERS IV LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA 94066
  X   X    
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA 94066
  X   X    
SALZMAN ALAN E
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA 94066
  X   X    

Signatures

VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 05/09/2012
**Signature of Reporting Person Date

VantagePoint Venture Partners IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 05/09/2012
**Signature of Reporting Person Date

VantagePoint Venture Partners IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 05/09/2012
**Signature of Reporting Person Date

VantagePoint Venture Partners IV Principals Fund, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 05/09/2012
**Signature of Reporting Person Date

Alan E. Salzman 05/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The General Partner of VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., and VantagePoint Venture Partners IV Principals Fund, L.P. is VantagePoint Venture Associates IV, L.L.C. Alan E. Salzman is a managing member of the General Partner and may be deemed to have voting and investment power with respect to the securities held by these entities. Mr. Salzman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings of the Issuer but do not affirm the existence of any such group.
(2) By: VantagePoint Venture Partners IV (Q), L.P.
(3) By: VantagePoint Venture Partners IV, L.P.
(4) By: VantagePoint Venture Partners IV Principals Fund, L.P.
(5) Preferred Stock will automatically convert into 1.47059 shares of common stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
(6) Preferred Stock will automatically convert into .85208 shares of common stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
(7) Preferred Stock will automatically convert into 0.5 shares of common stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
(8) Preferred Warrant is immediately exercisable and will automatically convert into warrant to purchase 0.5 shares of common stock immediately prior to the closing of the Issuer's initial public offering.
(9) Immediately exercisable as to all shares.
(10) VantagePoint Venture Associates IV, L.L.C. has the sole power to exercise the options, and sole voting and investment power with respect to the shares underlying the options. Mr. Bevilacqua, Mr. Dolezalek and Ms. Bianchi disclaim beneficial ownership thereof except to the extent of their pecuniary interest therein.

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