Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

OAK INVESTMENT PARTNERS VII L P

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

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

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

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2007

(Street)

WESTPORT, CT 06880

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series III Non-Convertible Preferred Stock	10/30/2007		J⁽¹⁾		621,838 ⁽¹⁾	D	⁽¹⁾	0	D ⁽²⁾
Common Stock	10/30/2007		C		5,830,100 ⁽³⁾	A	⁽³⁾	5,932,279 ⁽⁴⁾	D ⁽²⁾
Common Stock	10/30/2007		C		179,934 ⁽⁵⁾	A	⁽⁵⁾	6,112,213 ⁽⁴⁾	D ⁽²⁾
Series III Non-Convertible Preferred Stock	10/30/2007		J⁽¹⁾		15,615 ⁽¹⁾	D	⁽¹⁾	0	I	See footnote. ⁽⁶⁾
Common Stock	10/30/2007		C		146,421 ⁽³⁾	A	⁽³⁾	148,987 ⁽⁷⁾	I	See footnote. ⁽⁶⁾
Common Stock	10/30/2007		C		4,519 ⁽⁵⁾	A	⁽⁵⁾	153,506 ⁽⁷⁾	I	See footnote. ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series I, IV, V Convertible Preferred Stock

⁽³⁾

10/30/2007

5,830,100 ⁽³⁾

⁽³⁾

Common Stock

5,830,100 ⁽³⁾

$ 0

D ⁽²⁾

Series II Convertible Preferred Stock

⁽⁵⁾

10/30/2007

179,934 ⁽⁵⁾

⁽⁵⁾

Common Stock

179,934 ⁽⁵⁾

$ 0

D ⁽²⁾

Series I, IV, V Convertible Preferred Stock

⁽³⁾

10/30/2007

146,421 ⁽³⁾

⁽³⁾

Common Stock

146,421 ⁽³⁾

$ 0

See footnote. ⁽⁶⁾

Series II Convertible Preferred Stock

⁽⁵⁾

10/30/2007

4,519 ⁽⁵⁾

⁽⁵⁾

Common Stock

4,519 ⁽⁵⁾

$ 0

See footnote. ⁽⁶⁾

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.		11/01/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak Associates VII, LLC		11/01/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak VII Affiliates Fund, L.P.		11/01/2007
^**Signature of Reporting Person		Date
/s/ Robert S. Guttman as attorney-in-fact for Oak VII Affiliates, LLC		11/01/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 reported securities were redeemed by the Issuer on October 30, 2007 for $1.00 per share in connection with the consummation of the Issuer's initial public offering.
(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)	These securities have no stated expiration date. The Issuer caused the mandatory conversion of Series I, Series IV and Series V Preferred Stock into shares of Common Stock on October 30, 2007. The Issuer exercised this right after providing prompt reasonable notice. Upon the mandatory conversion of such Convertible Preferred Stock, accrued and unpaid dividends were paid in cash by the Issuer. The number of underlying shares of Common Stock reported reflects a 0.632-for-1 reverse stock split, which was effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis on October 30, 2007.
(4)	Of the number of shares reported, 102,179 shares represent Common Stock previously reported as beneficially owned by Oak Investment Partners VII, L.P. and such shares reflect a 0.632-for-1 reverse stock split, which was effected with respect to Common Stock on October 24, 2007.
(5)	These securities have no stated expiration date. The Issuer caused the mandatory conversion of Series II Preferred Stock into shares of Common Stock on October 30, 2007. The Issuer exercised this right after providing prompt reasonable notice. The number of underlying shares of Common Stock reported reflects a 0.632-for-1 reverse stock split, which was effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis on October 30, 2007.
(6)	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.
(7)	Of the number of shares reported, 2,566 shares represent Common Stock previously reported as beneficially owned by Oak VII Affiliates Fund, L.P. and such shares reflect a 0.632-for-1 reverse stock split, which was effected with respect to Common Stock on October 24, 2007.

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