-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4v3l/euE7YTtPRWgdcQek3DQRByGZVwdy6Rq6K3NPrwlxHdapDkeNnD1M96sFt6 byJCZIEsbSTHGkbN/nqffw== 0000892712-08-000180.txt : 20080205 0000892712-08-000180.hdr.sgml : 20080205 20080205115146 ACCESSION NUMBER: 0000892712-08-000180 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 GROUP MEMBERS: RICK D. LEGGOTT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTIMATE SOFTWARE GROUP INC CENTRAL INDEX KEY: 0001016125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650694077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55395 FILM NUMBER: 08574950 BUSINESS ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 BUSINESS PHONE: 9542661000 MAIL ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARBOR CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001055977 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 S SIXTH ST STE 1000 STREET 2: ONE FINANCIAL PLAZA CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123172954 MAIL ADDRESS: STREET 1: 120 S 6TH ST STREET 2: STE 1000 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G/A 1 ultimate13ga.htm






SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)



THE ULTIMATE SOFTWARE GROUP, INC.

---------------------------------------

(Name of Issuer)



Common Stock, $0.01 par value

------------------------------------------

(Title of Class of Securities)



90385D107

---------------------------------------

(CUSIP Number)



December 31, 2007

---------------------------------------

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[X]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)


*

The remainder of this cover page shall be filled out for a reporting person’s initial filing in this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

 

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.








Schedule 13G


CUSIP No. 90385D107


1.

NAME OF REPORTING PERSON

Arbor Capital Management, LLC


2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)  [   ]

(b)  [X]  Joint filing pursuant to Rule 13d-1(k)(1)


3.

SEC USE ONLY


4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Minnesota Limited Liability Company


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:


5.

SOLE VOTING POWER

886,240

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

886,240

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

886,240

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.59%

12.

TYPE OF REPORTING PERSON

IA








Schedule 13G


CUSIP No. 90385D107


1.

NAME OF REPORTING PERSON

Rick D. Leggott


2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)  [   ]

(b)  [X]  Joint filing pursuant to Rule 13d-1(k)(1)


3.

SEC USE ONLY


4.

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:


5.

SOLE VOTING POWER

886,240

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

886,240

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

886,240

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.59%

12.

TYPE OF REPORTING PERSON

IN







Schedule 13G


CUSIP No. 90385D107


ITEM 1(a).

NAME OF ISSUER

The Ultimate Software Group, Inc.


ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2000 Ultimate Way

Weston, Florida 33326


ITEM 2(a).

NAME OF PERSON FILING

1)  Arbor Capital Management, LLC

2)  Rick D. Leggott


Attached as Exhibit 1 is a copy of an agreement between the persons filing (as specified above) that this Schedule 13G is being filed on behalf of each of them.


ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OF EACH OF THE PERSONS SPECIFIED IN 2(A) ABOVE:

One Financial Plaza

120 South Sixth Street

Suite 1000

Minneapolis, Minnesota 55402


ITEM 2(c).

CITIZENSHIP

Arbor Capital Management, LLC--Minnesota Limited Liability Company

Rick D. Leggott--U.S.A.


ITEM 2(d).

TITLE OF CLASS OF SECURITIES

Common Stock, $0.01 par value


ITEM 2(e).  

CUSIP NUMBER

90385D107


ITEM 3.

If this statement is filed pursuant to Sections 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:

 

(a)

[   ]

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

[X]*

An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E);

 

(f)

[   ]

An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F);








 

(g)

[X]*

A parent holding company or control person in accordance with Section 13d-1(b)(1)(ii)(G);

 

(h)

[   ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[   ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[   ]

Group, in accordance with Section 13d-1(b)(1)(ii)(J).

 

*

Arbor Capital Management, LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.  Rick D. Leggott is the CEO and majority shareholder of Arbor Capital Management, LLC.  (Mr. Leggott is joining in this filing on Schedule 13G pursuant to Rule 13d-1(k)(1).)


ITEM 4.

OWNERSHIP

Reference is made to Items 5-11 on the cover sheet of this Schedule 13G.


Arbor Capital Management, LLC has been granted discretionary dispositive power over its clients’ securities and in some instances has voting power over such securities.  Any and all discretionary authority which has been delegated to Arbor Capital Management, LLC may be revoked in whole or in part at any time.


Mr. Leggott is joining in this Schedule 13G and reporting beneficial ownership of the same securities beneficially owned by Arbor Capital Management, LLC, as a result of his position with and stock ownership in Arbor Capital Management, LLC.  See Item 8.


ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ


ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

N/A


ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

N/A


ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP


Arbor Capital Management, LLC, a Minnesota limited liability company, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.  Mr. Leggott is CEO of Arbor Capital Management, LLC and beneficially owns a controlling percentage of its outstanding voting securities.  Mr. Leggott is joining in this Schedule 13G because, as a result of his position with and ownership of securities of Arbor Capital Management, LLC, Mr. Leggott could be deemed to have voting and/or investment power with respect to the shares beneficially owned by Arbor Capital Management, LLC.  Neither the filing of this joint Schedule 13G nor any information contained herein shall be construed as an admission by Mr. Leggott of his control or power to influence the control of Arbor Capital Management, LLC.








ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

N/A


ITEM 10.

CERTIFICATION

By signing below the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly denied (except for such shares, if any, reported herein as beneficially owned by Arbor Capital Management, LLC, for its own account or by Mr. Leggott for his individual account and not as a result of his position with and ownership of securities of Arbor Capital Manage ment, LLC).


SIGNATURE


After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated as of the 30th day of January, 2008.



/s/ Rick D. Leggott                                        

Rick D. Leggott

Chief Executive Officer



/s/ David D. Deming                                    

David D. Deming

Chief Operations Officer







Exhibit 1

  Joint Filing Agreement


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of The Ultimate Software Group, Inc. and that this Agreement be included as an Exhibit to such joint filing.


This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 30th day of January, 2008.




/s/ Rick D. Leggott                                        

Rick D. Leggott

Chief Executive Officer



/s/ David D. Deming                                     

David D. Deming

Chief Operations Officer








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