SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

YANOVER ROBERT

(Last)

(First)

(Middle)

2000 ULTIMATE WAY

(Street)

WESTON

33326

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ULTIMATE SOFTWARE GROUP INC [ ULTI ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	11/04/2006	11/04/2006	M4	5,000	A	$4	31,015	D
Common Stock, $0.01 par value	12/27/2006	12/27/2006	G	215	D	$23.69	31,015	D
Common Stock, $0.01 par value							44,743	I	Held by Yanover Family Limited Partnership⁽¹⁾
Common Stock, $0.01 par value							106,600	I	By GRAT⁽²⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$4	11/04/2006	11/04/2006	4M		5,000	12/02/2004	12/02/2006	Common Stock	5,000	$4	0	D
Director Stock Option	$6.939	12/12/2006	12/12/2006	G⁽³⁾		604	10/02/2011	01/02/2012	Common Stock	604	$6.939	0	D
Director Stock Option	$5.736	12/12/2006	12/12/2006	G⁽³⁾		585	07/03/2011	10/03/2011	Common Stock	585	$5.736	0	D
Director Stock Option	$7.8	12/12/2006	12/12/2006	G⁽⁴⁾		537	04/03/2011	07/03/2011	Common Stock	537	$7.8	0	D
Director Stock Option	$5.856	12/12/2006	12/12/2006	G⁽⁴⁾		524	01/03/2011	04/03/2011	Common Stock	524	$5.856	0	D
Director Stock Option	$5.418	12/12/2006	12/12/2006	G⁽⁵⁾		773	10/03/2010	01/03/2011	Common Stock	773	$5.418	0	D
Director Stock Option	$4.875	12/12/2006	12/12/2006	G⁽⁵⁾		204	07/01/2010	10/01/2010	Common Stock	204	$4.875	0	D
Director Stock Option	$4.71	12/12/2006	12/12/2006	G⁽⁴⁾		498	04/01/2010	07/01/2010	Common Stock	498	$4.71	390	D
Director Stock Option	$5.736	12/12/2006	12/12/2006	G⁽⁴⁾		145	07/03/2011	10/03/2011	Common Stock	145	$5.736	0	D
Director Stock Option	$5.856	12/12/2006	12/12/2006	G⁽⁵⁾		191	01/03/2011	04/03/2011	Common Stock	191	$5.856	0	D
Director Stock Option	$4.875	12/12/2006	12/12/2006	G⁽⁴⁾		654	07/01/2010	10/01/2010	Common Stock	654	$4.875	0	D

Explanation of Responses:

1. Shares held by Yanover Family Limited Partnership ("YFLP"). The reporting person is an officer of the general partner of YFLP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

2. These shares were previously reported as directly beneficially owned but were contributed to a Grantor Retained Annuity Trust on January 5, 2005 as reported on a Form 4 filed March 2, 2005.

3. The reporting person transferred this option to his grandchild who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

4. The reporting person transferred this option to his adult child who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

5. The reporting person transferred this option to his adult son-in-law who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

Remarks:

	Felicia Alvaro by Power of Attorney for Robert A. Yanover	02/15/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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