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 ^*

LEBOW STEVEN E

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	280,828 ⁽¹⁾	I	See footnotes. ⁽²⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Series III Non-Convertible Preferred Stock	1,034,373 ⁽³⁾	I	See footnotes. ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	79,187 ⁽¹⁾	I	See footnote. ⁽¹²⁾
Common Stock	16 ⁽¹⁾	I	See footnote. ⁽¹³⁾
Series III Non-Convertible Preferred Stock	358 ⁽³⁾	I	See footnote. ⁽¹³⁾
Series III Non-Convertible Preferred Stock	2,862 ⁽³⁾	I	See footnote. ⁽¹²⁾
Common Stock	79,000 ⁽¹⁾	D ⁽¹⁴⁾
Common Stock	8,294 ⁽¹⁾	I ⁽¹⁵⁾	See footnote. ⁽¹⁵⁾
Series III Non-Convertible Preferred Stock	39,624 ⁽³⁾	I ⁽¹⁵⁾	See footnote. ⁽¹⁵⁾
Common Stock	79,000 ⁽¹⁾	I	See footnote. ⁽¹⁶⁾

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 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	11,404,468 ⁽⁵⁾	$ ⁽⁵⁾	I	See footnotes. ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Series II Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,199,281 ⁽⁷⁾	$ ⁽⁷⁾	I	See Footnotes. ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Series I, IV, V Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	98,062 ⁽⁵⁾	$ ⁽⁵⁾	I	See footnote. ⁽¹²⁾
Series II Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,572 ⁽⁷⁾	$ ⁽⁷⁾	I	See footnote. ⁽¹²⁾
Series I, IV, V Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	14,358 ⁽⁵⁾	$ ⁽⁵⁾	I	See footnote. ⁽¹³⁾
Series II Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	120 ⁽⁷⁾	$ ⁽⁷⁾	I	See footnote. ⁽¹³⁾
Series I, IV, V Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	628,375 ⁽⁵⁾	$ ⁽⁵⁾	I	See footnote. ⁽¹⁵⁾
Series II Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	11,651 ⁽⁷⁾	$ ⁽⁷⁾	I	See footnote. ⁽¹⁵⁾
Stock Option (right to buy)	07/15/2007	07/15/2014	Common Stock	19,750 ⁽¹⁾	$ 2.61 ⁽¹⁾	I	See footnote. ⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEBOW STEVEN E 1135 ARBOR DRIVE ROMEOVILLE, IL 60446	X	X
Sisteron Yves 1135 ARBOR DRIVE ROMEOVILLE, IL 60446	X	X
Defforey Herve 1135 ARBOR DRIVE ROMEOVILLE, IL 60446	X	X

Signatures

/s/ Robert S. Guttman as attorney-in-fact for Steven E. Lebow		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Herve Defforey		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Yves Sisteron		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 (and exercise prices of options, as applicable) 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).
(9)	GRPVC, L.P. ("GRPVC") is the general partner of each of GRP II and GRP II Partners, and GRPMSC is the general partner of GRPVC. Messrs. Lebow, Sisteron and Defforey are members of the investment committee of GRP II and GRP II Partners.
(10)	Pursuant to contractual arrangements, GRP II Investors has granted GRPMSC the authority to vote and dispose of the shares held by it in the same manner as the investment committee votes or disposes of shares held by GRP II and GRP II Partners. While Messrs. Lebow, Sisteron and Defforey may be deemed to possess indirect beneficial ownership of the shares owned by GRP II, GRP II Investors and GRP II Partners; none of them, acting alone, has voting or investment power with respect to such shares and, as a result, each of them disclaims beneficial ownership of any and all such shares, except to the extent of their pecuniary interest therein.
(11)	Pursuant to contractual arrangements, GRPMSC also appoints a majority of the investment committee members of GRP I (which also controls the investment decisions of GRP I Partners). Mr. Lebow and Mr. Sisteron own capital stock which represents a majority of the voting stock of GRPM SC and control its actions. As a result Mr. Lebow and Mr. Sisteron may also be deemed to possess indirect shared beneficial ownership of the shares owned by GRP I, GRP I Partners, DLJ Diversified A, DLJ Diversified, GRP Funding and DLJ ESC. Since neither Mr. Lebow or Mr. Sisteron, acting alone, has voting or investment power with respect to such shares and, as a result, each of them disclaims beneficial ownership of all such shares except to the extent of their pecuniary interest therein. Each of GRP II, GRP II Investors and GRP II Partners may be deemed to share beneficial ownership of all of the shares held by GRPMSC as escrow agent (as described above).
(12)	These securities are held directly by Yves Sisteron, a director of the Issuer, who is the sole beneficial owner of such securities.
(13)	These securities are held indirectly by Yves Sisteron, a director of the Issuer, by SEP for the benefit of Yves Sisteron, Donaldson Lufkin Jenrette Securities Corporation, who is the sole beneficial owner of such securities.
(14)	These securities are held directly by Steven Lebow, a director of the Issuer, who is the sole beneficial owner of such securities.
(15)	These securities are held indirectly by Steven Lebow, a director of the Issuer, by Steven and Susan Lebow Trust dated 12-16-02, who is the sole beneficial owner of such securities.
(16)	These securities are held directly by Herve Defforey, a director of the Issuer, who is the sole beneficial owner of such securities.

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