0001169232-05-001600.txt : 20120703
0001169232-05-001600.hdr.sgml : 20120703
20050310133924
ACCESSION NUMBER: 0001169232-05-001600
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050310
DATE AS OF CHANGE: 20050310
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: 05671692
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: BLAIR WILLIAM & CO/IL
CENTRAL INDEX KEY: 0000902367
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 362214610
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 222 WEST ADAMS ST
STREET 2: 34TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606-5312
BUSINESS PHONE: 3122361600
MAIL ADDRESS:
STREET 1: 222 WEST ADAMS
CITY: CHICAGO
STATE: IL
ZIP: 60606
SC 13G/A
1
d62932_sc13g.txt
AMENDMENT TO SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Ultimate Software Group Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
90385D107
(CUSIP Number)
January 31, 2005
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement ___. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on 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 (however, see the
Notes).
Page 1 of 5 pages
CUSIP No. 90385D107 13G Page 2 of 5 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William Blair & Company, L.L.C.
36-2214610
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
222 W. Adams
Chicago, Illinois 60606
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,277,516
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,277,516
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,516
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.16%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
BD, IA
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
ITEM 1.
(a) Name of Issuer
Ultimate Software Group Inc.
(b) Address of Issuer's Principal Executive Offices
2000 Ultimate Way
Weston, FL 33326
ITEM 2.
(a) Name of Person Filing
William Blair & Company, L.L.C.
(b) Address of Principal Business Office or, if none, Residence
222 W. Adams Street
Chicago, Illinois 60606
(c) Citizenship
U.S.A
(d) Title of Class of Securities
Common
(e) CUSIP Number
90385D107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
(a) |X| Broker or Dealer registered under Section 15 of the Act
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in section 3(a)(19) of the act
(d) |_| Investment Company registered under section 8 of the
Investment Company Act
(e) |X| Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) |_| Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
Page 3 of 5 Pages
(a) Amount Beneficially Owned
2,277,516
(b) Percent of Class
10.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,277,516
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
2,277,516
(iv) shared power to dispose or to direct the disposition of
-0-
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 |_|.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired 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 in connection with or as a participant in any transaction having
such purposes or effect.
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
3-10-05
---------------------------------
Date
/S/ Michelle Seitz
---------------------------------
Signature
Principal & Manager of
Investment Management Services
---------------------------------
Name/Title
Page 5 of 5 pages