Sec Form 4 Filing - VANTAGEPOINT VENTURE ASSOCIATES IV LLC @ WAGEWORKS, INC. - 2012-11-14

Insider filing report for Changes in Beneficial Ownership
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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
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 (MM/DD/YY)
11/14/2012
(Street)
SAN BRUNO, CA94066
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/14/2012 X 3,183,804 A $ 4.58 11,172,116 D ( 1 ) ( 2 )
Common Stock 11/14/2012 S( 5 ) 774,188 D $ 18.84 ( 8 ) 10,397,928 D ( 1 ) ( 2 )
Common Stock 11/14/2012 X 318,731 A $ 4.58 1,125,605 D ( 1 ) ( 3 )
Common Stock 11/14/2012 S( 6 ) 77,504 D $ 18.84 ( 8 ) 1,048,101 D ( 1 ) ( 3 )
Common Stock 11/14/2012 X 11,596 A $ 4.58 146,928 D ( 1 ) ( 4 )
Common Stock 11/14/2012 S( 7 ) 2,820 D $ 18.84 ( 8 ) 144,108 D ( 1 ) ( 4 )
Common Stock 13,900 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Warrant (right to buy) $ 4.58 11/14/2012 X 3,183,804 ( 9 ) 06/30/2014 Common Stock 3,183,804 $ 0 0 D ( 1 ) ( 2 )
Warrant (right to buy) $ 4.58 11/14/2012 X 318,731 ( 9 ) 06/30/2014 Common Stock 318,731 $ 0 0 D ( 1 ) ( 3 )
Warrant (right to buy) $ 4.58 11/14/2012 X 11,596 ( 9 ) 06/30/2014 Common Stock 11,596 $ 0 0 D ( 1 ) ( 4 )
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, CA94066
X
VANTAGEPOINT VENTURE PARTNERS IV Q LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA94066
X
VANTAGEPOINT VENTURE PARTNERS IV LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA94066
X
VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND LP
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA94066
X
SALZMAN ALAN E
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO, CA94066
X
Signatures
VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 11/16/2012
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 11/16/2012
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 11/16/2012
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 11/16/2012
Signature of Reporting Person Date
Alan E. Salzman 11/16/2012
Signature of Reporting Person Date
Explanation of Responses:
( 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 the 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 of the Issuer but do not affirm the existence of any such group.
( 2 )By: VantagePoint Venture Partners IV (Q), L.P.
( 3 )By: VantagePoint Venture Partners IV, L.P.
( 4 )By: VantagePoint Venture Partners IV Principals Fund, L.P.
( 5 )The reporting person paid the warrant exercise price on a cashless basis, resulting in WAGE's withholding of 774,188 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,409,616 shares. WAGE also paid $3.30 to the reporting person in lieu of a fractional share.
( 6 )The reporting person paid the warrant exercise price on a cashless basis, resulting in WAGE's withholding of 77,504 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 241,227 shares.
( 7 )The reporting person paid the warrant exercise price on a cashless basis, resulting in WAGE's withholding of 2,820 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 8,776 shares.
( 8 )Price was $18.835 and rounded to the nearest $.01.
( 9 )Immediately exercisable.

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