Edgar O. Montes Form 4/A WAGEWORKS / Edgar O. Montes ownership change

SEC Form 4

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^*

Montes Edgar O.

(Last) (First) (Middle)

1100 PARK PLACE, 4TH FLOOR

(Street)

SAN MATEO CA 94403

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2019

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 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	07/01/2019		M		60,000	A	$0(1)	102,018	D
Common Stock	07/01/2019		F		29,135	D	$0(1)	72,883	D
Common Stock	07/01/2019		M		35,000	A	$0(1)	107,883	D
Common Stock	07/01/2019		F		17,353	D	$0(1)	90,530(2)	D

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
Performance Stock Units	$0(1)	07/01/2019		M			60,000(3)	07/01/2019	(3)	Common Stock	0	$0(1)	0	D
Performance Stock Units	$0(1)	07/01/2019		M			35,000(3)	07/01/2019	(4)	Common Stock	0	$0(1)	0	D
Restricted Stock Units	$0(1)	07/01/2019		A		81,792(5)		07/01/2020	(5)	Common Stock	81,792	$0(1)	81,792	D

Explanation of Responses:

1. Each RSU represents the right to receive, at settlement, one share of common stock.

2. This amendment corrects errors reported on the Form 4 filed on July 3, 2019.

3. On 2/18/15 the reporting person was granted 40,000 PSUs, on 7/1/2019, 60,000 PSUs vested.

4. On 2/11/16 the reporting person was granted 50,000 PSUs, on 7/1/2019, 35,000 PSUs vested.

5. On 7/1/2019, the reporting person was granted 81,792 RSUs, vesting 1/3 annually.

Remarks:

This amendment corrects errors reported on the Form 4 filed on July 3, 2019.

	Meredith Lobel-Angel, Attorney-in-Fact for Edgar Montes	07/31/2019
	** 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).
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