SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GRP II, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 08/07/2009
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2009		J(1)(2)(3)		272,758	D	$0.00	9,467,034	I	See Footnotes (1)(2)(3)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GRP II, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GLOBAL RETAIL PARTNERS LP (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRPVC III, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRP II Investors, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRP II Partners, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRP AQ, L.P. (Last) (First) (Middle) 2121 AVENUE OF THE STARS 31ST FLOOR (Street) LOS ANGELES CA 90067-5014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On August 7, 2009, in connection with its liquidation and winding up, GRPVC III, L.P. ("GRPVC III") made an in-kind distribution, without any additional consideration, of all 272,758 of its shares of Common Stock to the limited and general partners of GRPVC III. Following this transaction, GRP II, L.P. ("GRP II") held 6,927,494 shares; GRP II Investors, L.P. ("GRP II Investors") held 535,042 shares; GRP II Partners, L.P. ("GRP II Partners") held 196,741 shares; GRP Management Services Corp. ("GRPMSC") held an aggregate of 649,768 shares as escrow agent for GRP II, GRP II Investors and GRP II Partners; and GRP AQ, L.P. ("GRP AQ") held 1,157,989 shares.

2. 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 and GRP II Investors. Steven Lebow, Yves Sisteron and Herve J.F. Defforey are members, together with Steven Dietz and Brian McLoughlin, of the investment committee of GRP II, GRP II Investors and GRP II Partners; and Messrs. Defforey, Sisteron and Dietz are owners of the general partner of GRP AQ.

3. As a result, each of 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; and Messrs. Defforey and Sisteron may be deemed to possess indirect beneficial ownership of the shares owned by GRP AQ. Messrs. Lebow, Sisteron and Defforey disclaim beneficial ownership of all such shares except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Robert S. Guttman, as attorney-in-fact for GRP II, L.P.	08/11/2009
	/s/ Robert S. Guttman, as attorney-in-fact for Global Retail Partners, L.P.	08/11/2009
	/s/ Robert S. Guttman, as attorney-in-fact for GRPVC III, L.P.	08/11/2009
	/s/ Robert S. Guttman, as attorney-in-fact for GRP II Investors, L.P.	08/11/2009
	/s/ Robert S. Guttman, as attorney-in-fact for GRP II Partners, L.P.	08/11/2009
	/s/ Robert S. Guttman, as attorney-in-fact for GRP AQ, L.P.	08/11/2009
	** Signature of Reporting Person	Date
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