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