Sec Form 3/A Filing - Michl Leigh @ WAGEWORKS, INC. - 2012-05-09

FORM 3/A 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 Michl Leigh 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) Former Director (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION, 75 STATE STREET, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2012 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 08/04/2011 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 (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

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 Stock Option (Right to Buy) $ 2 ( 1 ) 08/01/2015 Common Stock 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Michl Leigh C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON, MA02109 Former Director Signatures /s/ Jarlyth H. Gibson, Attorney-in-Fact 05/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are immediately exercisable.

Remarks: This report on Form 3/A is being filed to (i) correct the transaction date originally reported as August 4, 2011 to May 9, 2012, the effective date of the Issuer's Registration Statement on Form S-1 (the "Effective Date") and (ii) update the reporting person's relationship to the Issuer as of the Effective Date. As of the Effective Date, the reporting person is not subject to Section 16 and the securities reported in Row I of Table II were reported solely to gain access to the EDGAR system.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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