Edgar Filing: DIGITAL MEDIA & COMMUNICATINS III E CV

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 ^*

Â DIGITAL MEDIA & COMMUNICATINS III E CV

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 ADVENT INTERNATIONAL CORPORATION,Â 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)
08/04/2011

(Street)

BOSTON,Â MAÂ 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	2,284	D	Â

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	47	$ ⁽¹⁾	D	Â
Series A-2 Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	27	$ ⁽²⁾	D	Â
Series C Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	141,678	$ ⁽³⁾	D	Â
Series D Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	12,033	$ ⁽³⁾	D	Â
Series E Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	29,370	$ ⁽³⁾	D	Â
Series E-1 Warrant (right to buy)	07/30/2010	06/30/2014	Series E-1 Preferred Stock	48,448 ⁽⁴⁾	$ 2.29 ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DIGITAL MEDIA & COMMUNICATINS III E CV C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON,Â MAÂ 02109	Â	Â	Â	Member of group > 10%

Signatures

/s/ Jarlyth H. Gibson, Compliance Officer		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)	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.
(2)	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.
(3)	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.
(4)	Upon the closing of the Issuer's initial public offering, this Series E-1 Warrant to purchase 48,448 shares of E-1 preferred stock will become exercisable to purchase 24,224 shares of common stock, and will expire on June 30, 2014.
Â Remarks: ThisÂ amendedÂ andÂ restatedÂ reportÂ onÂ FormÂ 3/AÂ isÂ beingÂ filedÂ toÂ correctÂ theÂ transactionÂ dateÂ originallyÂ reportedÂ asÂ AugustÂ 4,Â 2011Â toÂ MayÂ 9,Â 2012,Â theÂ effectiveÂ dateÂ ofÂ theÂ Issuer'sÂ RegistrationÂ StatementÂ onÂ FormÂ S-1.

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