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Form 4 WAGEWORKS, INC. For: Nov 24 Filed by: SALZMAN ALAN E

November 26, 2014 3:53 PM EST
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 *
VANTAGEPOINT VENTURE ASSOCIATES IV LLC

(Last) (First) (Middle)
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300

(Street)
SAN BRUNO CA 94066

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WAGEWORKS, INC. [ WAGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Footnote 4
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/24/2014   J (1)   730,959 D $ 61.49 610,830 D (4)  
Common Stock 11/24/2014   J (2)   69,485 D $ 61.49 76,593 D (4)  
Common Stock 11/24/2014   J (3)   40,000 D $ 61.49 18,368 D (4)  
Common Stock 11/24/2014   J (5)   6,996 A $ 61.49 6,996 D (4)  
Common Stock 11/24/2014   J (6)   2,970 A $ 61.49 2,970 D (4)  
Common Stock 11/24/2014   J (7)   9,385 A $ 61.49 33,851 D (4)  
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 (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
Explanation of Responses:
1. VantagePoint Venture Partners IV (Q), L.P. made a pro rata distribution for no consideration of an aggregate of 730,959 shares of Common Stock of the Issuer to its partners on November 24, 2014.
2. VantagePoint Venture Partners IV, L.P. made a pro rata distribution for no consideration of an aggregate of 69,485 shares of Common Stock of the Issuer to its partners on November 24, 2014.
3. VantagePoint Venture Partners IV Principals Fund, L.P. made a pro rata distribution for no consideration of an aggregate of 40,000 shares of Common Stock of the Issuer to its partners on November 24, 2014.
4. The General Partner of VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P., and VantagePoint Venture Partners IV Principals Fund, L.P. is VantagePoint Venture Associates IV, L.L.C. Alan E. Salzman is a managing member of the General Partner and may be deemed to have voting and investment power with respect to these securities held by these entities. Mr. Salzman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer, but do not affirm the existence of any such group.
5. The Reporting Person, Alan E. Salzman, received 66 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV (Q), L.P. and 6,930 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV Principals Fund, L.P. on November 24, 2014.
6. The Reporting Person, Alan E. Salzman, received 2,970 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV Principals Fund, L.P. to the Alan E. Salzman 2003 Annuity Trust dated 12/31/03 on November 24, 2014. Mr. Salzman is the grantor and the trustee of the Alan E. Salzman 2003 Annuity Trust dated 12/31/03 and may be deemed to have voting and investment power with respect to these securities.
7. VantagePoint Venture Associates IV, L.L.C. received 8,168 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV (Q), L.P.; 817 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV, L.P.; and 400 shares of Common Stock of the Issuer in the distribution of VantagePoint Venture Partners IV Principals Fund, L.P. on November 24, 2014.
VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 11/26/2014
** Signature of Reporting Person Date
VantagePoint Venture Partners IV (Q), L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 11/26/2014
** Signature of Reporting Person Date
VantagePoint Venture Partners IV, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 11/26/2014
** Signature of Reporting Person Date
VantagePoint Venture Partners IV Principals Fund, L.P., By: VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member 11/26/2014
** Signature of Reporting Person Date
Alan E. Salzman 11/26/2014
** 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.


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