| 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)
| 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) 07/01/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Restricted Stock Units | $50.52 | 07/01/2019 | A | 5,000 | 06/20/2017 | 06/20/2020 | Common Stock(1) | 5,000 | $50.52 | 15,000 | D | ||||
| Restricted Stock Units | $50.52 | 07/01/2019 | A | 2,699 | 10/20/2018 | 10/20/2021 | Common Stock(2) | 2,699 | $50.52 | 2,441 | D | ||||
| Restricted Stock Units - Granted on July 1, 2019 | $0 | 07/01/2019 | A | 3,695 | 07/01/2020(3) | 07/01/2029 | Common Stock(4) | 3,695 | $0 | 3,695 | D | ||||
| Restricted Stock Units - Granted on July 1, 2019 | $0 | 07/01/2019 | A | 25,316 | 07/31/2020(5)(6) | 07/01/2029 | Common Stock(4) | 25,316 | $0 | 29,011 | D | ||||
| Explanation of Responses: |
| 1. on 3/22/2019 Reporting Person filed a Form 3 which reported the acquisition of 10000 restricted stock units subject to continuous employment/service to vest 25% each year as outlined in the RSU Agreement between the Reporting Person and the Company. |
| 2. on 3/22/2019 Reporting Person filed a Form 3 which reported the acquisition of 2699 restricted stock units subject to continuous employment/service as outlined in the RSU Agreement between the Reporting Person and the Company. |
| 3. All of the restricted stock units are vesting in equal annual installments on each of the first 3 anniversaries of grant and subject to vesting acceleration provisions upon a change of control of the Issuer. |
| 4. Each restricted stock unit represents a contingent right to receive one share of WageWorks Inc. common stock. |
| 5. All of the restricted stock units are vesting in equal annual installments on each of the first 4 anniversaries of grant. |
| 6. All of the restricted stock units are vesting in equal annual installments on each of the first 4 anniversaries of grant and subject to vesting acceleration provisions upon a change of control of the Issuer. |
| /s/ Ingrid Freire as Attorney-in-Fact for Scott Rose | 07/03/2019 | |
| ** 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). | ||
| ** 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. | ||
