Edgar Filing: CAMDEN PARTNERS STRATEGIC FUND III LP

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERKELEY RICHARD M

2. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [WAGE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

C/O CAMDEN PARTNERS STRATEGIC MGR LLC, 500 E. PRATT STREET, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

(Street)

BALTIMORE, MD 21202

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2012		C		772	A	⁽¹⁾	60,264	I	See footnote ⁽²⁾
Common Stock	05/15/2012		C		32	A	⁽¹⁾	2,504	I	See footnote ⁽³⁾
Common Stock	05/15/2012		C		217	A	⁽¹⁾	47,151	I	See footnote ⁽⁴⁾
Common Stock	05/15/2012		C		13	A	⁽¹⁾	2,797	I	See footnote ⁽⁵⁾
Common Stock	05/15/2012		C		257	A	⁽⁶⁾	60,521	I	See footnote ⁽²⁾
Common Stock	05/15/2012		C		10	A	⁽⁶⁾	2,514	I	See footnote ⁽³⁾
Common Stock	05/15/2012		C		71	A	⁽⁶⁾	47,222	I	See footnote ⁽⁴⁾
Common Stock	05/15/2012		C		4	A	⁽⁶⁾	2,801	I	See footnote ⁽⁵⁾
Common Stock	05/15/2012		C		1,073,166	A	⁽⁷⁾	1,133,687	I	See footnote ⁽²⁾
Common Stock	05/15/2012		C		44,598	A	⁽⁷⁾	47,112	I	See footnote ⁽³⁾
Common Stock	05/15/2012		C		240,999	A	⁽⁷⁾	288,221	I	See footnote ⁽⁴⁾
Common Stock	05/15/2012		C		14,296	A	⁽⁷⁾	17,097	I	See footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

05/15/2012

525

⁽¹⁾

Common Stock

772

$ 0

See footnote ⁽²⁾

Series A-1 Preferred Stock

⁽¹⁾

05/15/2012

⁽¹⁾

Common Stock

$ 0

See footnote ⁽³⁾

Series A-1 Preferred Stock

⁽¹⁾

05/15/2012

148

⁽¹⁾

Common Stock

217

$ 0

See footnote ⁽⁴⁾

Series A-1 Preferred Stock

⁽¹⁾

05/15/2012

⁽¹⁾

Common Stock

$ 0

See footnote ⁽⁵⁾

Series A-2 Preferred Stock

⁽⁶⁾

05/15/2012

302

⁽⁶⁾

Common Stock

257

$ 0

See footnote ⁽²⁾

Series A-2 Preferred Stock

⁽⁶⁾

05/15/2012

⁽⁶⁾

Common Stock

$ 0

See footnote ⁽³⁾

Series A-2 Preferred Stock

⁽⁶⁾

05/15/2012

⁽⁶⁾

Common Stock

$ 0

See footnote ⁽⁴⁾

Series A-2 Preferred Stock

⁽⁶⁾

05/15/2012

⁽⁶⁾

Common Stock

$ 0

See footnote ⁽⁵⁾

Series C Preferred Stock

⁽⁷⁾

05/15/2012

1,581,341

⁽⁷⁾

Common Stock

790,670

$ 0

See footnote ⁽²⁾

Series C Preferred Stock

⁽⁷⁾

05/15/2012

65,718

⁽⁷⁾

Common Stock

32,859

$ 0

See footnote ⁽³⁾

Series C Preferred Stock

⁽⁷⁾

05/15/2012

444,235

⁽⁷⁾

Common Stock

222,117

$ 0

See footnote ⁽⁴⁾

Series C Preferred Stock

⁽⁷⁾

05/15/2012

26,353

⁽⁷⁾

Common Stock

13,176

$ 0

See footnote ⁽⁵⁾

Series D Preferred Stock

⁽⁷⁾

05/15/2012

134,428

⁽⁷⁾

Common Stock

67,214

$ 0

See footnote ⁽²⁾

Series D Preferred Stock

⁽⁷⁾

05/15/2012

5,586

⁽⁷⁾

Common Stock

2,793

$ 0

See footnote ⁽³⁾

Series D Preferred Stock

⁽⁷⁾

05/15/2012

37,764

⁽⁷⁾

Common Stock

18,882

$ 0

See footnote ⁽⁴⁾

Series D Preferred Stock

⁽⁷⁾

05/15/2012

2,240

⁽⁷⁾

Common Stock

1,120

$ 0

See footnote ⁽⁵⁾

Series E Preferred Stock

⁽⁷⁾

05/15/2012

430,565

⁽⁷⁾

Common Stock

215,282

$ 0

See footnote ⁽²⁾

Series E Preferred Stock

⁽⁷⁾

05/15/2012

17,893

⁽⁷⁾

Common Stock

8,946

$ 0

See footnote ⁽³⁾

Series E-1 Warrant (Right to buy)

$ 2.29

05/15/2012

C⁽⁸⁾

710,243

07/30/2010

06/30/2014

Series E Preferred Stock

710,243

$ 0

See footnote ⁽²⁾

Common Stock Warrant (Right to buy)

$ 4.58

05/15/2012

C⁽⁸⁾

355,121

07/30/2010

06/30/2014

Common Stock

355,121

$ 0

355,121

See footnote ⁽²⁾

Series E-1 Warrant (Right to buy)

$ 2.29

05/15/2012

C⁽⁸⁾

29,516

07/30/2010

06/30/2014

Series E Preferred Stock

29,516

$ 0

See footnote ⁽³⁾

Common Stock Warrant (Right to buy)

$ 4.58

05/15/2012

C⁽⁸⁾

14,758

07/30/2010

06/30/2014

Common Stock

14,758

$ 0

14,758

See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202	X			See Remarks
Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC II LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND II A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
CAMDEN PARTNERS STRATEGIC FUND II B LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks
HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE, MD 21202				See Remarks

Signatures

/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Fund II-A, LP, By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ By Camden Partners Strategic Fund II-B, LP, By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member		05/15/2012
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock		05/15/2012
^**Signature of Reporting Person		Date
/s/ Donald W. Hughes		05/15/2012
^**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)	Each share of the Issuer's Series A-1 preferred stock automatically converted into 1.47059 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(2)	These securities are owned directly by Fund III. CPSM, CPS III, CPS II, Fund III-A, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III-A, Fund II-A and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein.
(3)	These securities are owned directly by Fund III-A. CPSM, CPS III, CPS II, Fund III, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund II-A and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein.
(4)	These securities are owned directly by Fund II-A. CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-A as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-A, except to the extent of its or his pecuniary interest therein.
(5)	These securities are owned directly by Fund II-B. CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-B as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-B, except to the extent of its or his pecuniary interest therein.
(6)	Each share of the Issuer's Series A-2 preferred stock automatically converted into 0.85208 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(7)	Each share of the Issuer's Series C preferred stock, Series D preferred stock and Series E preferred stock automatically converted into 0.50 shares of common stock immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(8)	The Series E-1 warrants to purchase shares of Series E preferred stock automatically converted into warrants to purchase 0.50 shares of common stock, at an exercise price of $4.58 per share, immediately prior to the closing of the Issuer's initial public offering.
Remarks: This Form 4 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic II, LLC ("CPS II"), Camden Strategic Fund III, LP ("Fund III"), Camden Strategic Fund III-A, LP ("Fund III-A"), Camden Strategic Fund II-A, LP ("Fund II-A") and Camden Strategic Fund II-B, LP ("Fund II-B") and Messrs. David L. Warnock, Donald W. Hughes and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and Fund II-B, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III and CPS II. CPS III is the general partner of Fund III and Fund III-A. CPS II is the general partner of Fund II-A and Fund II-B. Mr. Berkeley is a director of the Issuer.

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