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 *
  Steelman Kecia
2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2021
3. Issuer Name and Ticker or Trading Symbol
Ulta Beauty, Inc. [ULTA]
(Last)
(First)
(Middle)
1000 REMINGTON BLVD., SUITE 120
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOLINGBROOK, IL 60440
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 13,115 (1) (2)
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (3) 09/16/2021 Common Stock 2,423 $ 116.15 D  
Stock Option (right to buy)   (4) 03/25/2026 Common Stock 1,739 $ 191.76 D  
Stock Option (right to buy)   (5) 03/24/2027 Common Stock 4,867 $ 281.53 D  
Stock Option (right to buy)   (6) 03/29/2028 Common Stock 8,332 $ 204.27 D  
Stock Option (right to buy)   (7) 03/29/2029 Common Stock 5,578 $ 348.73 D  
Stock Option (right to buy)   (8) 03/27/2030 Common Stock 11,036 $ 174.45 D  
Stock Option (right to buy)   (9) 03/25/2031 Common Stock 6,306 $ 306.59 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Steelman Kecia
1000 REMINGTON BLVD., SUITE 120
BOLINGBROOK, IL 60440
      Chief Operating Officer  

Signatures

/s/ Jodi J. Caro, as attorney-in-fact for Kecia Steelman 06/14/2021
**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) Includes grant of shares of restricted stock as follows: 2,010 shares vesting 100% on March 15, 2022; 2,293 shares vesting 100% on March 15, 2023; 3,442 shares vesting 100% on March 15, 2023; 2,139 shares vesting 100% on October 5, 2023; and 1,462 shares vesting on March 15, 2024.
(2) Includes 508 performance-based restricted share units, which were awarded on March 29, 2019 under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan. Each performance-based restricted share unit represents the right to one share of common stock, which vested based on satisfaction of certain performance goals and a time-based service vesting restriction which lapses on March 15, 2022, subject to continued employment. The Company's compensation committee certified on March 25, 2021 that the performance vesting goals were satisfied.
(3) The options, representing an initial right to purchase a total of 9,691 shares, vesting in 25% annual increments beginning September 16, 2015 and each anniversary thereafter through September 16, 2018.
(4) The options, representing an initial right to purchase a total of 3,478 shares, vesting in 25% annual increments beginning March 15, 2017 and each anniversary thereafter through March 15, 2020.
(5) The options, representing an initial right to purchase a total of 4,867 shares, vesting in 25% annual increments beginning March 15, 2018 and each anniversary thereafter through March 15, 2021.
(6) The options, representing an initial right to purchase a total of 8,332 shares, vesting in 25% annual increments beginning March 15, 2019 and each anniversary thereafter through March 15, 2022.
(7) The options, representing an initial right to purchase a total of 5,578 shares, vesting in 25% annual increments beginning March 15, 2020 and each anniversary thereafter through March 15, 2023.
(8) The options, representing an initial right to purchase a total of 11,036 shares, vesting in 25% annual increments beginning March 15, 2021 and each anniversary thereafter through March 15, 2024.
(9) The options, representing an initial right to purchase a total of 6,306 shares, vesting in 25% annual increments beginning March 15, 2022 and each anniversary thereafter through March 15, 2025.

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