FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [ WAGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 772 | A | (1) | 60,264 | I | See footnote(2) | ||
Common Stock | 05/15/2012 | C | 32 | A | (1) | 2,504 | I | See footnote(3) | ||
Common Stock | 05/15/2012 | C | 217 | A | (1) | 47,151 | I | See footnote(4) | ||
Common Stock | 05/15/2012 | C | 13 | A | (1) | 2,797 | I | See footnote(5) | ||
Common Stock | 05/15/2012 | C | 257 | A | (6) | 60,521 | I | See footnote(2) | ||
Common Stock | 05/15/2012 | C | 10 | A | (6) | 2,514 | I | See footnote(3) | ||
Common Stock | 05/15/2012 | C | 71 | A | (6) | 47,222 | I | See footnote(4) | ||
Common Stock | 05/15/2012 | C | 4 | A | (6) | 2,801 | I | See footnote(5) | ||
Common Stock | 05/15/2012 | C | 1,073,166 | A | (7) | 1,133,687 | I | See footnote(2) | ||
Common Stock | 05/15/2012 | C | 44,598 | A | (7) | 47,112 | I | See footnote(3) | ||
Common Stock | 05/15/2012 | C | 240,999 | A | (7) | 288,221 | I | See footnote(4) | ||
Common Stock | 05/15/2012 | C | 14,296 | A | (7) | 17,097 | I | See footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | 525 | (1) | (1) | Common Stock | 772 | $0 | 0 | I | See footnote(2) | |||
Series A-1 Preferred Stock | (1) | 05/15/2012 | C | 22 | (1) | (1) | Common Stock | 32 | $0 | 0 | I | See footnote(3) | |||
Series A-1 Preferred Stock | (1) | 05/15/2012 | C | 148 | (1) | (1) | Common Stock | 217 | $0 | 0 | I | See footnote(4) | |||
Series A-1 Preferred Stock | (1) | 05/15/2012 | C | 9 | (1) | (1) | Common Stock | 13 | $0 | 0 | I | See footnote(5) | |||
Series A-2 Preferred Stock | (6) | 05/15/2012 | C | 302 | (6) | (6) | Common Stock | 257 | $0 | 0 | I | See footnote(2) | |||
Series A-2 Preferred Stock | (6) | 05/15/2012 | C | 12 | (6) | (6) | Common Stock | 10 | $0 | 0 | I | See footnote(3) | |||
Series A-2 Preferred Stock | (6) | 05/15/2012 | C | 84 | (6) | (6) | Common Stock | 71 | $0 | 0 | I | See footnote(4) | |||
Series A-2 Preferred Stock | (6) | 05/15/2012 | C | 5 | (6) | (6) | Common Stock | 4 | $0 | 0 | I | See footnote(5) | |||
Series C Preferred Stock | (7) | 05/15/2012 | C | 1,581,341 | (7) | (7) | Common Stock | 790,670 | $0 | 0 | I | See footnote(2) | |||
Series C Preferred Stock | (7) | 05/15/2012 | C | 65,718 | (7) | (7) | Common Stock | 32,859 | $0 | 0 | I | See footnote(3) | |||
Series C Preferred Stock | (7) | 05/15/2012 | C | 444,235 | (7) | (7) | Common Stock | 222,117 | $0 | 0 | I | See footnote(4) | |||
Series C Preferred Stock | (7) | 05/15/2012 | C | 26,353 | (7) | (7) | Common Stock | 13,176 | $0 | 0 | I | See footnote(5) | |||
Series D Preferred Stock | (7) | 05/15/2012 | C | 134,428 | (7) | (7) | Common Stock | 67,214 | $0 | 0 | I | See footnote(2) | |||
Series D Preferred Stock | (7) | 05/15/2012 | C | 5,586 | (7) | (7) | Common Stock | 2,793 | $0 | 0 | I | See footnote(3) | |||
Series D Preferred Stock | (7) | 05/15/2012 | C | 37,764 | (7) | (7) | Common Stock | 18,882 | $0 | 0 | I | See footnote(4) | |||
Series D Preferred Stock | (7) | 05/15/2012 | C | 2,240 | (7) | (7) | Common Stock | 1,120 | $0 | 0 | I | See footnote(5) | |||
Series E Preferred Stock | (7) | 05/15/2012 | C | 430,565 | (7) | (7) | Common Stock | 215,282 | $0 | 0 | I | See footnote(2) | |||
Series E Preferred Stock | (7) | 05/15/2012 | C | 17,893 | (7) | (7) | Common Stock | 8,946 | $0 | 0 | I | See footnote(3) | |||
Series E-1 Warrant (Right to buy) | $2.29 | 05/15/2012 | C(8) | 710,243 | 07/30/2010 | 06/30/2014 | Series E Preferred Stock | 710,243 | $0 | 0 | I | See footnote(2) | |||
Common Stock Warrant (Right to buy) | $4.58 | 05/15/2012 | C(8) | 355,121 | 07/30/2010 | 06/30/2014 | Common Stock | 355,121 | $0 | 355,121 | I | See footnote(2) | |||
Series E-1 Warrant (Right to buy) | $2.29 | 05/15/2012 | C(8) | 29,516 | 07/30/2010 | 06/30/2014 | Series E Preferred Stock | 29,516 | $0 | 0 | I | See footnote(3) | |||
Common Stock Warrant (Right to buy) | $4.58 | 05/15/2012 | C(8) | 14,758 | 07/30/2010 | 06/30/2014 | Common Stock | 14,758 | $0 | 14,758 | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
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 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
Remarks: |
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 | 05/15/2012 | |
/s/ By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 05/15/2012 | |
/s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 05/15/2012 | |
/s/ By Camden Partners Strategic II, LLC, By Camden Partners Strategic Manager, LLC, By Donald W. Hughes, Managing Member | 05/15/2012 | |
/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 | 05/15/2012 | |
/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 | 05/15/2012 | |
/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 | 05/15/2012 | |
/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 | 05/15/2012 | |
/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock | 05/15/2012 | |
/s/ Donald W. Hughes | 05/15/2012 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |