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Attention: | H. Christopher Owings Scott Anderegg |
Re: | Ulta Salon, Cosmetics & Fragrance, Inc. Amendment No. 5 Registration Statement on Form S-1 File No. 333-144405 |
1. | We note your response to prior comment 5 of our letter dated October 10, 2007. We further note your indication that you looked at the average percentage of salary increases for all companies, as well as, specifically with respect only to retail companies as reported by these surveys. As it appears that you reviewed the results of those surveys as it relates to retail companies, please disclose all of the retail companies that were utilized in each of the surveys. | |
Response: In response to the Staffs comment, we have confirmed that the summary data reviewed by the compensation committee did not include company names in any of the referenced surveys. In accordance with the telephone conversation on October 19, 2007 between Christopher Lueking and Mara Ransom, we have updated the disclosure to clarify this fact. Please see page 76. |
2. | Disclose, by footnote or otherwise, the natural person(s) who investment and/or voting control each of the entities listed in your table. If any of the entities listed are public entities, majority-owned subsidiaries of public entities or registered investment companies, please disclose this by way of footnote. See Interpretation 60 under Section 1, Regulation S-K in the Division of Corporation Finances Manual of Publicly Available Telephone Interpretations (July 1997). | |
Response: In response to the Staffs comment, we have revised the disclosure with respect to each of the selling stockholders that is an entity to disclose the names of the natural person(s), if any, who have investment and voting control. We have also noted, where applicable, whether any of the entities listed are public entities, majority-owned subsidiaries of public entities or registered investment companies. Please see pages 100 102. We advise the Staff that we have obtained the above-referenced information for each selling stockholder with the exception of Feigin Trading Co., currently listed as a seller of 2,819 shares (6,955 shares if the over-allotment is exercised). Despite repeated attempts, we have been unable to obtain this information. We respectfully submit that our revised disclosure represents substantial compliance with the Staffs comment, and that the omitted information is not reasonably available within the scope of Rule 409 of the Securities Act. In addition, the number of shares proposed to be sold by Feigin Trading Co. is immaterial. If the Staff disagrees, we will delete Feigin Trading Co. as a selling stockholder. |
Very truly yours, |
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/s/ Christopher D. Lueking | ||||
Christopher D. Lueking | ||||
of LATHAM & WATKINS LLP | ||||
cc: | Gregg R. Bodnar Robert Guttman, Esq. Seth Diehl John Huber |