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 ^*

OAK INVESTMENT PARTNERS VII 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)

ONE GORHAM ISLAND

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)

WESTPORT, CT 06880

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	102,179 ⁽¹⁾	D ⁽²⁾
Common Stock	2,566 ⁽¹⁾	I	See footnotes. ⁽³⁾
Series III Non-Convertible Preferred Stock	621,838 ⁽⁴⁾	D ⁽²⁾
Series III Non-Convertible Preferred Stock	15,615 ⁽⁴⁾	I	See footnotes. ⁽³⁾

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	5,830,100 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽²⁾
Series II Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	179,934 ⁽⁶⁾	$ ⁽⁶⁾	D ⁽²⁾
Series I, IV, V Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	146,421 ⁽⁵⁾	$ ⁽⁵⁾	I	See Footnotes. ⁽³⁾
Series II Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	4,519 ⁽⁶⁾	$ ⁽⁶⁾	I	See footnotes. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OAK INVESTMENT PARTNERS VII L P ONE GORHAM ISLAND WESTPORT, CT 06880		X
Oak Associates VII, LLC ONE GORHAM ISLAND WESTPORT, CT 06880		X
OAK VII AFFILIATES FUND LP ONE GORHAM ISLAND WESTPORT, CT 06880		X
Oak VII Affiliates, L.L.C ONE GORHAM ISLAND WESTPORT, CT 06880		X

Signatures

/s/ Robert S. Guttman as attorney-in-fact for Oak Investment Partners VII, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak Associates VII, LLC		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak VII Affiliates Fund, L.P.		10/24/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak VII Affiliates, LLC		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)	Oak Investment Partners VII, L.P. is the record holder of the securities. As the general partner of Oak Investment Partners VII, L.P., Oak Associates VII, LLC may be deemed a beneficial owner of the securities.
(3)	Oak VII Affiliates Fund, L.P. is the record holder of the securities. As the general partner of Oak VII Affiliates Fund, L.P., Oak VII Affiliates, LLC may be deemed a beneficial owner of the securities.
(4)	The Series III Non-Convertible Preferred Stock will be redeemed for cash 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. 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)	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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