SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Jackson Joseph L.

(Last)

(First)

(Middle)

C/O WAGEWORKS, INC.

1100 PARK PLACE, 4TH FLOOR

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012

3. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [ WAGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	05/25/2017	Common Stock	675,000	$9.42	D
Employee Stock Option (right to buy)	⁽¹⁾	02/07/2018	Common Stock	50,000	$8.28	D
Employee Stock Option (right to buy)	⁽²⁾	05/07/2019	Common Stock	100,000	$6.14	D
Employee Stock Option (right to buy)	⁽³⁾	05/06/2020	Common Stock	187,500	$5.32	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/06/2020	Common Stock	187,500	$5.32	D
Employee Stock Option (right to buy)	⁽⁵⁾	11/04/2020	Common Stock	150,000	$6.18	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/09/2022	Common Stock	150,000	$9.59	D

Explanation of Responses:

1. Shares subject to the option are fully vested and immediately exercisable.

2. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 7, 2010 and one forty-eighth of the shares vest monthly thereafter.

3. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 6, 2011 and one forty-eighth of the shares vest monthly thereafter.

4. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in full on May 6, 2017; provided, however, (i) 25% of the shares subject to the option shall vest upon the closing of the Issuer's initial public offering of common stock; (ii) 25% of the shares subject to the option shall vest upon the achievement of certain financial performance goals; and (iii) the remaining 50% of of the shares subject to the option shall vest upon the achievement of both (i) and (ii).

5. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in full on November 4, 2017; provided, however, (i) 25% of the shares subject to the option shall vest upon the closing of the Issuer's initial public offering of common stock; (ii) 25% of the shares subject to the option shall vest upon the achievement of certain financial performance goals; and (iii) the remaining 50% of of the shares subject to the option shall vest upon the achievement of both (i) and (ii).

6. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in full on February 9, 2019; provided, however, (i) 25% of the shares subject to the option shall vest upon the closing of the Issuer's initial public offering of common stock; (ii) 25% of the shares subject to the option shall vest upon the achievement of certain financial performance goals; and (iii) the remaining 50% of of the shares subject to the option shall vest upon the achievement of both (i) and (ii).

Remarks:

This amended and restated 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"); (ii) revise the footnote disclosure for the securities previously reported; and (iii) update the Reporting Person's securities beneficially owned as of the Effective Date.

	/s/ Kimberly L. Jackson, by power of attorney	05/09/2012
	** 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 5 (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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