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 *
  ADVENT INTERNATIONAL CORP/MA
2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2011
3. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [WAGE]
(Last)
(First)
(Middle)
75 STATE STREET,, 29TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of group > 10%
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02109
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 44,562
I
See footnote (1)

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   (2)   (2) Common Stock 919 $ (2) I See footnote (1)
Series A-2 Preferred Stock   (3)   (3) Common Stock 526 $ (3) I See footnote (1)
Series C Preferred Stock   (4)   (4) Common Stock 2,764,706 $ (4) I See footnote (1)
Series D Preferred Stock   (4)   (4) Common Stock 235,025 $ (4) I See footnote (1)
Series E Preferred Stock   (4)   (4) Common Stock 573,168 $ (4) I See footnote (1)
Series E-1 Warrant (right to buy) 07/30/2010 06/30/2014 Series E-1 Preferred Stock 945,477 (5) $ 2.29 (5) I See footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVENT INTERNATIONAL CORP/MA
75 STATE STREET,
29TH FLOOR
BOSTON, MA 02109
      Member of group > 10%

Signatures

/s/ Jarlyth H. Gibson, Compliance Officer 08/04/2011
**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) These securities are indirectly beneficially owned in the following capacities; as General Partner of Advent Partners DMC III Limited Partnership, Advent Partners II Limited Partnership, and Advent Partners II-A Limited Partnership and as General Partner of Advent International Limited Partnership, which in turn is the General Partner of the following entities: Digital Media & Communications III Limited Partnership, Digital Media & Communications III-A Limited Partnership, Digital Media & Communications III-B Limited Partnership, Digital Media & Communications III-C Limited Partnership, Digital Media & Communications III-D C.V., and Digital Media & Communications III-E C.V.
(2) 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.
(3) 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.
(4) 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.
(5) Upon the closing of the Issuer's initial public offering, this Series E-1 Warrant to purchase 945,477 shares of E-1 preferred stock will become exercisable to purchase 472,736 shares of common stock, and will expire on June 30, 2014.

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