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 *
ADVENT INTERNATIONAL LIMITED PARTNERSHIP
   2. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [WAGE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Member of group no longer >10%
(Last)
(First)
(Middle)
C/O ADVENT INTERNATIONAL CORPORATION, 75 STATE STREET, 29TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

BOSTON, MA 02109		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 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 05/15/2012   C   1,306 A (1) 44,490 I See Footnote (2)
Common Stock 05/15/2012   C   432 A (3) 44,922 I See Footnote (2)
Common Stock 05/15/2012   C   1,339,588 A (4) 1,384,510 I See Footnote (2)
Common Stock 05/15/2012   C   113,879 A (4) 1,498,389 I See Footnote (2)
Common Stock 05/15/2012   C   277,717 A (4) 1,776,106 I See Footnote (2)

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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
Series A-1 Preferred Stock (1) 05/15/2012   C     890   (1)   (1) Common Stock 1,306 $ 0 0 I See Footnote (2)
Series A-2 Preferred Stock (3) 05/15/2012   C     510   (3)   (3) Common Stock 432 $ 0 0 I See Footnote (2)
Series C Preferred Stock (4) 05/15/2012   C     2,679,178   (4)   (4) Common Stock 1,339,588 $ 0 0 I See Footnote (2)
Series D Preferred Stock (4) 05/15/2012   C     227,762   (4)   (4) Common Stock 113,879 $ 0 0 I See Footnote (2)
Series E Preferred Stock (4) 05/15/2012   C     555,439   (4)   (4) Common Stock 277,717 $ 0 0 I See Footnote (2)
Series E-1 Warrant (Right to Buy) $ 2.29 05/15/2012   C(5)     916,232 07/30/2010 06/30/2014 Series E-1 Preferred Stock 916,232 $ 0 0 I See Footnote (2)
Common Stock Warrant (Right to Buy) $ 4.58 05/15/2012   C(5)   458,114   07/30/2010 06/30/2014 Common Stock 458,114 $ 0 458,114 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ADVENT INTERNATIONAL LIMITED PARTNERSHIP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA 02109		       Member of group no longer >10%

Signatures

 /s/ Jarlyth H. Gibson, Compliance Officer   05/17/2012
**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 indirectly beneficially owned in the following capacities; as General Partner 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..
(3) 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.
(4) 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.
(5) 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.

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