X0202 3/A 2007-10-24 2007-10-24 0 0001403568 Ulta Salon, Cosmetics & Fragrance, Inc. ULTA 0001412669 GRP II, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001010140 GLOBAL RETAIL PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001031929 DLJ DIVERSIFIED PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001415898 GRP II Investors, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001042069 DLJ DIVERSIFIED PARTNERS-A LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001415896 Global Retail Partners Funding, Inc. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001415899 GRP II Partners, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001040780 GRP PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001077290 DLJ ESC II LP/NY 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 0001353708 GRP Management Services Corp. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES CA 90067-5014 0 0 1 0 Common Stock 280828 I See footnotes. Series III Non-Convertible Preferred Stock 1034373 I See footnotes. Series I, IV, V Convertible Preferred Stock Common Stock 11404468 I See footnotes. Series II Convertible Preferred Stock Common Stock 1199281 I See footnotes. The number of shares reported reflects a 0.632-for-1 reverse split in connection with the Issuer's initial public offering, which is effective as of the date hereof. GRP II, L.P. ("GRP II") holds 244,214 shares; Global Retail Partners, L.P. ("GRP I") holds 8,311 shares; DLJ Diversified Partners, L.P. ("DLJ Diversified") holds 2,476 shares; GRP II Investors, L.P. ("GRP II Investors") holds 17,371 shares; DLJ Diversified Partners-A, L.P. ("DLJ Diversified A") holds 920 shares; Global Retail Partners Funding, Inc. ("GRP Funding") holds 572 shares; GRP II Partners, L.P. ("GRP II Partners") holds 6,281 shares; GRP Partners, L.P.("GRP I Partners") holds 540 shares; and DLJ ESC II, L.P. ("DLJ ESC") holds 144 shares. The Series III Non-Convertible Preferred Stock will be redeemed for cash upon the closing of the Issuer's initial public offering. GRP II holds 950,169 shares; GRP II Investors holds 56,960 shares; and GRP II Partners holds 27,244 shares. These securities have no stated expiration date. The Issuer has the right and intends to cause the mandatory conversion of the Convertible Preferred Stock into shares of Common Stock upon the closing of its initial public offering. This right may be exercised upon prompt reasonable notice. Upon such mandatory conversion of the Convertible Preferred Stock, accrued and unpaid dividends will be paid in cash by the Issuer. The number of underlying shares of Common Stock reported in Column 3 reflects a 0.632-for-1 reverse stock split, which will be effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis upon the closing of the Issuer's initial public offering. GRP II holds 6,186,727 shares; GRP I holds 2,925,277 shares; DLJ Diversified holds 871,672 shares; GRP II Investors holds 480,179 shares; DLJ Diversified A holds 323,642 shares; GRP Funding holds 201,398 shares; GRP II Partners holds 174,993 shares; GRP I Partners holds 189,956 shares; and DLJ ESC II holds 50,624 shares. These securities have no stated expiration date. The Issuer has the right and intends to cause the mandatory conversion of the Convertible Preferred Stock into shares of Common Stock upon the closing of its initial public offering. This right may be exercised upon prompt reasonable notice. The number of underlying shares of Common Stock reported in Column 3 reflects a 0.632-for-1 reverse stock split, which will be effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis upon the closing of the Issuer's initial public offering. GRP II holds 1,074,846 shares (of which 578,294 shares is held by GRP Management Services Corp. ("GRPMSC"), as Escrow Agent for GRP II); GRP II Investors holds 89,474 shares (of which 51,981 shares is held by GRPMSC, as Escrow Agent for GRP II Investors); and GRP II Partners holds 34,961 shares (of which 19,493 shares is held by GRPMSC, as Escrow Agent for GRP II Partners). 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. Pursuant to contractual arrangements, GRP II Investors has granted GRPMSC the authority to vote and dispose of the shares held by it in the same manner as the investment committee for GRP II and GRP II Partners votes or disposes of shares held by GRP II and GRP II Partners. Pursuant to contractual arrangements, GRPMSC also appoints a majority of the investment committee members of GRP I (which also controls the investment decisions of GRP I Partners). This amendment is being filed in order to add GRP Management Services Corp. as a Joint Filer with respect to the shares previously reported as beneficially owned in the Form 3 filed on October 24, 2007, with GRP II, L.P. as the Reporting Person. /s/ Robert S. Guttman as attorney-in-fact for GRP II, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for Global Retail Partners, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for DLJ Diversified Partners, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for GRP II Investors, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for DLJ Diversified Partners-A, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for Global Retail Partners Funding, Inc. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for GRP II Partners, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for GRP Partners, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for DLJ ESC II, L.P. 2007-11-01 /s/ Robert S. Guttman as attorney-in-fact for GRP Management Services Corp. 2007-11-01