Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HEILBRONN CHARLES

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2007

3. Issuer Name and Ticker or Trading Symbol
Ulta Salon, Cosmetics & Fragrance, Inc. [ULTA]

(Last)

(First)

(Middle)

1135 ARBOR DRIVE,

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

ROMEOVILLE, IL 60446

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	79,000 ⁽¹⁾	D
Common Stock	78,301 ⁽¹⁾	I	By Doublemousse B.V. ⁽²⁾
Series III Non-Convertible Preferred Stock	779,182 ⁽³⁾	I	By Doublemousse B.V. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series I, IV, V, V-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,832,930 ⁽⁴⁾	$ ⁽⁴⁾	I	By Doublemousse B.V. ⁽²⁾
Series II Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,118,241 ⁽⁵⁾	$ ⁽⁵⁾	I	By Doublemousse B.V. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEILBRONN CHARLES 1135 ARBOR DRIVE ROMEOVILLE, IL 60446	X	X
Doublemousse B.V. BOERHAAVELAAN 22 2713 HX ZOETERMEER THE NETHERLANDS		X
Chanel International B.V. BOERHAAVELAAN 22 2713 HX ZOETERMEER THE NETHERLANDS		X

Signatures

/s/ Robert S. Guttman as attorney-in-fact for Charles Heilbronn		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Doublemousse B.V.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Chanel International B.V.		10/24/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The number of shares reported reflects a 0.632-for-1 reverse stock split in connection with the Issuer's initial public offering which is effective as of the date hereof.
(2)	Doublemousse B.V. is the record holder of these securities. These securities are indirectly owned by (a) Chanel International B.V., the parent company of Doublemousse B.V. and (b) Charles Heilbronn, who has been granted a power of attorney and proxy to exercise voting and investment power with respect to these securities. Mr. Heilbronn disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The Series III Non-Convertible Preferred Stock will be redeemed for cash upon the closing of the Issuer's initial public offering.
(4)	These securities have no stated expiration date. The Issuer has the right and intends to cause the mandatory conversion of the Convertible Preferred Stock into shares of Common Stock upon the closing of its initial public offering. This right may be exercised upon prompt reasonable notice. Upon such mandatory conversion of the Convertible Preferred Stock, accrued and unpaid dividends will be paid in cash by the Issuer. The number of underlying shares of Common Stock reported in Column 3 reflects a 0.632-for-1 reverse stock split, which will be effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis upon the closing of the Issuer's initial public offering.
(5)	These securities have no stated expiration date. The Issuer has the right and intends to cause the mandatory conversion of the Convertible Preferred Stock into shares of Common Stock upon the closing of its initial public offering. This right may be exercised upon prompt reasonable notice. The number of underlying shares of Common Stock reported in Column 3 reflects a 0.632-for-1 reverse stock split, which will be effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis upon the closing of the Issuer's initial public offering.

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