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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRP II, L.P.

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)

2121 AVENUE OF THE STARS, 31ST FLOOR

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

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

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

(Street)

LOS ANGELES, CA 90067-5014

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	280,828 ⁽¹⁾	I	See footnotes. ⁽²⁾
Series III Non-Convertible Preferred Stock	1,034,373 ⁽³⁾	I	See footnotes. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	11,404,468 ⁽⁵⁾	$ ⁽⁵⁾	I	See footnotes. ⁽⁶⁾
Series II Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,199,281 ⁽⁷⁾	$ ⁽⁷⁾	I	See footnotes. ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRP II, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GLOBAL RETAIL PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
DLJ DIVERSIFIED PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP II Investors, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
DLJ DIVERSIFIED PARTNERS-A LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
Global Retail Partners Funding, Inc. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP II Partners, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
DLJ ESC II LP/NY 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X

Signatures

/s/ Robert S. Guttman as attorney-in-fact for GRP II, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Global Retail Partners, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for DLJ Diversified Partners, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for GRP II Investors, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for DLJ Diversified Partners-A, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Global Retail Partners Funding, Inc.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for GRP II Partners, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for GRP Partners, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for DLJ ESC II, L.P.		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 split in connection with the Issuer's initial public offering, which is effective as of the date hereof.
(2)	GRP II, L.P. ("GRP II") holds 244,214 shares; Global Retail Partners, L.P. ("GRP I") holds 8,311 shares; DLJ Diversified Partners, L.P. ("DLJ Diversified") holds 2,476 shares; GRP II Investors, L.P. ("GRP II Investors") holds 17,371 shares; DLJ Diversified Partners-A, L.P. ("DLJ Diversified A") holds 920 shares; Global Retail Partners Funding, Inc. ("GRP Funding") holds 572 shares; GRP II Partners, L.P. ("GRP II Partners") holds 6,281 shares; GRP Partners, L.P.("GRP I Partners") holds 540 shares; and DLJ ESC II, L.P. ("DLJ ESC") holds 144 shares.
(3)	The Series III Non-Convertible Preferred Stock will be redeemed for cash upon the closing of the Issuer's initial public offering.
(4)	GRP II holds 950,169 shares; GRP II Investors holds 56,960 shares; and GRP II Partners holds 27,244 shares.
(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. 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.
(6)	GRP II holds 6,186,727 shares; GRP I holds 2,925,277 shares; DLJ Diversified holds 871,672 shares; GRP II Investors holds 480,179 shares; DLJ Diversified A holds 323,642 shares; GRP Funding holds 201,398 shares; GRP II Partners holds 174,993 shares; GRP I Partners holds 189,956 shares; and DLJ ESC II holds 50,624 shares.
(7)	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.
(8)	GRP II holds 1,074,846 shares (of which 578,294 shares is held by GRP Management Services Corp. ("GRPMSC"), as Escrow Agent for GRP II); GRP II Investors holds 89,474 shares (of which 51,981 shares is held by GRPMSC, as Escrow Agent for GRP II Investors); and GRP II Partners holds 34,961 shares (of which 19,493 shares is held by GRPMSC, as Escrow Agent for GRP II Partners).

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