0001181431-12-030036.txt : 20120515 0001181431-12-030036.hdr.sgml : 20120515 20120515180032 ACCESSION NUMBER: 0001181431-12-030036 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120515 FILED AS OF DATE: 20120515 DATE AS OF CHANGE: 20120515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III LP CENTRAL INDEX KEY: 0001283497 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846684 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND III-A LP CENTRAL INDEX KEY: 0001283498 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846683 BUSINESS ADDRESS: STREET 1: 1 SOUTH ST STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND II A LP CENTRAL INDEX KEY: 0001157600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846682 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC II LLC CENTRAL INDEX KEY: 0001160267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846685 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND II B LP CENTRAL INDEX KEY: 0001211897 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846681 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WAGEWORKS, INC. CENTRAL INDEX KEY: 0001158863 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943351864 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: 4TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-557-5200 MAIL ADDRESS: STREET 1: 1100 PARK PLACE STREET 2: 4TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: WAGEWORKS INC DATE OF NAME CHANGE: 20010907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846680 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846679 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKELEY RICHARD M CENTRAL INDEX KEY: 0001211905 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846688 MAIL ADDRESS: STREET 1: 500 EAST PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic III, LLC CENTRAL INDEX KEY: 0001317017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846686 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camden Partners Strategic Manager, LLC CENTRAL INDEX KEY: 0001365552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35232 FILM NUMBER: 12846687 BUSINESS ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-878-6800 MAIL ADDRESS: STREET 1: 500 E. PRATT STREET STREET 2: SUITE 1200 CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 rrd345255.xml FORM 4 X0305 4 2012-05-15 0 0001158863 WAGEWORKS, INC. WAGE 0001211905 BERKELEY RICHARD M C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 1 0 0 1 See Remarks 0001365552 Camden Partners Strategic Manager, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001317017 Camden Partners Strategic III, LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001160267 CAMDEN PARTNERS STRATEGIC II LLC C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001283497 CAMDEN PARTNERS STRATEGIC FUND III LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001283498 CAMDEN PARTNERS STRATEGIC FUND III-A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001025664 WARNOCK DAVID L C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks 0001211899 HUGHES DONALD W C/O CAMDEN PARTNERS STRATEGIC MGR LLC 500 E. PRATT STREET, SUITE 1200 BALTIMORE MD 21202 0 0 0 1 See Remarks Common Stock 2012-05-15 4 C 0 772 A 60264 I See footnote Common Stock 2012-05-15 4 C 0 32 A 2504 I See footnote Common Stock 2012-05-15 4 C 0 217 A 47151 I See footnote Common Stock 2012-05-15 4 C 0 13 A 2797 I See footnote Common Stock 2012-05-15 4 C 0 257 A 60521 I See footnote Common Stock 2012-05-15 4 C 0 10 A 2514 I See footnote Common Stock 2012-05-15 4 C 0 71 A 47222 I See footnote Common Stock 2012-05-15 4 C 0 4 A 2801 I See footnote Common Stock 2012-05-15 4 C 0 1073166 A 1133687 I See footnote Common Stock 2012-05-15 4 C 0 44598 A 47112 I See footnote Common Stock 2012-05-15 4 C 0 240999 A 288221 I See footnote Common Stock 2012-05-15 4 C 0 14296 A 17097 I See footnote Series A-1 Preferred Stock 2012-05-15 4 C 0 525 0 D Common Stock 772 0 I See footnote Series A-1 Preferred Stock 2012-05-15 4 C 0 22 0 D Common Stock 32 0 I See footnote Series A-1 Preferred Stock 2012-05-15 4 C 0 148 0 D Common Stock 217 0 I See footnote Series A-1 Preferred Stock 2012-05-15 4 C 0 9 0 D Common Stock 13 0 I See footnote Series A-2 Preferred Stock 2012-05-15 4 C 0 302 0 D Common Stock 257 0 I See footnote Series A-2 Preferred Stock 2012-05-15 4 C 0 12 0 D Common Stock 10 0 I See footnote Series A-2 Preferred Stock 2012-05-15 4 C 0 84 0 D Common Stock 71 0 I See footnote Series A-2 Preferred Stock 2012-05-15 4 C 0 5 0 D Common Stock 4 0 I See footnote Series C Preferred Stock 2012-05-15 4 C 0 1581341 0 D Common Stock 790670 0 I See footnote Series C Preferred Stock 2012-05-15 4 C 0 65718 0 D Common Stock 32859 0 I See footnote Series C Preferred Stock 2012-05-15 4 C 0 444235 0 D Common Stock 222117 0 I See footnote Series C Preferred Stock 2012-05-15 4 C 0 26353 0 D Common Stock 13176 0 I See footnote Series D Preferred Stock 2012-05-15 4 C 0 134428 0 D Common Stock 67214 0 I See footnote Series D Preferred Stock 2012-05-15 4 C 0 5586 0 D Common Stock 2793 0 I See footnote Series D Preferred Stock 2012-05-15 4 C 0 37764 0 D Common Stock 18882 0 I See footnote Series D Preferred Stock 2012-05-15 4 C 0 2240 0 D Common Stock 1120 0 I See footnote Series E Preferred Stock 2012-05-15 4 C 0 430565 0 D Common Stock 215282 0 I See footnote Series E Preferred Stock 2012-05-15 4 C 0 17893 0 D Common Stock 8946 0 I See footnote Series E-1 Warrant (Right to buy) 2.29 2012-05-15 4 C 0 710243 0 D 2010-07-30 2014-06-30 Series E Preferred Stock 710243 0 I See footnote Common Stock Warrant (Right to buy) 4.58 2012-05-15 4 C 0 355121 0 A 2010-07-30 2014-06-30 Common Stock 355121 355121 I See footnote Series E-1 Warrant (Right to buy) 2.29 2012-05-15 4 C 0 29516 0 D 2010-07-30 2014-06-30 Series E Preferred Stock 29516 0 I See footnote Common Stock Warrant (Right to buy) 4.58 2012-05-15 4 C 0 14758 0 A 2010-07-30 2014-06-30 Common Stock 14758 14758 I See footnote 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. These securities are owned directly by Fund III. CPSM, CPS III, CPS II, Fund III-A, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III-A, Fund II-A and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III, except to the extent of its or his pecuniary interest therein. These securities are owned directly by Fund III-A. CPSM, CPS III, CPS II, Fund III, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund II-A and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund III-A, except to the extent of its or his pecuniary interest therein. These securities are owned directly by Fund II-A. CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-A as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-B and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-A, except to the extent of its or his pecuniary interest therein. These securities are owned directly by Fund II-B. CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-B as a result of their relationships described in the Remarks. CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-A and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-B, except to the extent of its or his pecuniary interest therein. 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. 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. 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. This Form 4 is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic II, LLC ("CPS II"), Camden Strategic Fund III, LP ("Fund III"), Camden Strategic Fund III-A, LP ("Fund III-A"), Camden Strategic Fund II-A, LP ("Fund II-A") and Camden Strategic Fund II-B, LP ("Fund II-B") and Messrs. David L. Warnock, Donald W. Hughes and Richard M. Berkeley (collectively, the "Managing Members" and together with CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and Fund II-B, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III and CPS II. CPS III is the general partner of Fund III and Fund III-A. CPS II is the general partner of Fund II-A and Fund II-B. Mr. Berkeley is a director of the Issuer. /s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Berkeley 2012-05-15 /s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic Fund II-A, LP, By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ By Camden Partners Strategic Fund II-B, LP, By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member 2012-05-15 /s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 2012-05-15 /s/ Donald W. Hughes 2012-05-15