FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * VANTAGEPOINT VENTURE ASSOCIATES IV LLC   2. Issuer Name and Ticker or Trading Symbol WAGEWORKS, INC. [WAGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VANTAGEPOINT CAPITAL PARTNERS, 1001 BAYHILL DRIVE, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 08/19/2013 (Street) SAN BRUNO, CA 94066 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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) Code V Amount (A) or (D) Price Common Stock 08/19/2013   S   2,718,000 D $ 40.45 3,331,128 D (1) (6)   Common Stock 08/19/2013   S   272,100 D $ 40.45 340,641 D (1) (7)   Common Stock 08/19/2013   S   9,900 D $ 40.45 118,368 D (1) (8)   Common Stock 08/19/2013   M   13,000 (2) A $ 9.59 36,866 I By: Thomas A. Bevilacqua Common Stock 08/19/2013   M   1,000 (2) A $ 5.32 37,866 I By: Thomas A. Bevilacqua Common Stock 08/19/2013   S   13,000 D $ 40.45 24,866 I By: Thomas A. Bevilacqua Common Stock 08/19/2013   S   1,000 D $ 40.45 23,866 I By: Thomas A. Bevilacqua

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 9.59

08/19/2013

M

13,000 (3)

(4)

02/09/2022

Common Stock

13,000

$ 0

0

I

By: Thomas A. Bevilacqua (5)

Stock Option (right to buy)

$ 5.32

08/19/2013

M

1,000 (3)

(4)

05/06/2020

Common Stock

1,000

$ 0

5,500

I

By: Thomas A. Bevilacqua (5)

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
VANTAGEPOINT VENTURE PARTNERS IV Q LP C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV LP C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X
SALZMAN ALAN E C/O VANTAGEPOINT CAPITAL PARTNERS 1001 BAYHILL DRIVE, SUITE 300 SAN BRUNO, CA 94066		X

Signatures

VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member		08/21/2013
**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		08/21/2013
**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		08/21/2013
**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		08/21/2013
**Signature of Reporting Person		Date
Alan E. Salzman		08/21/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 these 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 in the Issuer, but do not affirm the existence of any such group.
(2)	Only VantagePoint Venture Associates IV, L.L.C. and its managing member, Alan E. Salzman, are acquiring beneficial ownership of these shares of Common Stock.
(3)	All Reporting Owners are disposing of the derivative security.
(4)	Immediately exercisable as to all shares.
(5)	VantagePoint Venture Associates IV, L.L.C. has the sole power to exercise the options, and sole voting and investing power with respect to the shares underlying the options. Mr. Bevilacqua disclaims beneficial ownership thereof except to the extent of his pecuniary interests therein.
(6)	By: VantagePoint Venture Partners IV (Q), L.P.
(7)	By: VantagePoint Venture Partners IV, L.P.
(8)	By: VantagePoint Venture Partners IV Principals Fund, L.P.

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