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 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Series III Non-Convertible Preferred Stock | 10/30/2007 | J(1) | 621,838(1) | D | (1) | 0 | I | See footnotes.(2)(3) | ||
Common Stock | 10/30/2007 | C | 5,830,100(4) | A | (4) | 5,932,279(5) | I | See footnotes.(2)(3) | ||
Common Stock | 10/30/2007 | C | 179,934(6) | A | (6) | 6,112,213(5) | I | See footnotes.(2)(3) | ||
Series III Non-Convertible Preferred Stock | 10/30/2007 | J(1) | 15,615(1) | D | (1) | 0 | I | See footnotes.(2)(7) | ||
Common Stock | 10/30/2007 | C | 146,421(4) | A | (4) | 148,987(8) | I | See footnotes.(2)(7) | ||
Common Stock | 10/30/2007 | C | 4,519(6) | A | (6) | 153,506(8) | I | See footnotes.(2)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series I, IV, V Convertible Preferred Stock | (4) | 10/30/2007 | C | 5,830,100(4) | (4) | (4) | Common Stock | 5,830,100(4) | $0 | 0 | I | See footnotes.(2)(3) | |||
Series II Convertible Preferred Stock | (6) | 10/30/2007 | C | 179,934(6) | (6) | (6) | Common Stock | 179,934(6) | $0 | 0 | I | See footnotes.(2)(3) | |||
Series I, IV, V Convertible Preferred Stock | (4) | 10/30/2007 | C | 146,421(4) | (4) | (4) | Common Stock | 146,421(4) | $0 | 0 | I | See footnotes.(2)(7) | |||
Series II Convertible Preferred Stock | (6) | 10/30/2007 | C | 4,519(6) | (6) | (6) | Common Stock | 4,519(6) | $0 | 0 | I | See footnotes.(2)(7) |
Explanation of Responses: |
1. The reported securities were redeemed by the Issuer on October 30, 2007 for $1.00 per share in connection with the consummation of the Issuer's initial public offering. |
2. Gerald Gallagher disclaims beneficial ownership of these securities (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admisson that Mr. Gallagher is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
3. Oak Investment Partners VII, L.P. is the record holder of the securities. As the general partner of Oak Investment Partners VII, L.P., Oak Associates VII, LLC may be deemed a beneficial owner of the securities. As a managing member of Oak Associates VII, LLC, Gerald R. Gallagher may be deemed to be a beneficial owner of the securities. |
4. These securities have no stated expiration date. The Issuer caused the mandatory conversion of Series I, Series IV and Series V Preferred Stock into shares of Common Stock on October 30, 2007. The Issuer exercised this right after providing prompt reasonable notice. Upon the mandatory conversion of such Convertible Preferred Stock, accrued and unpaid dividends were paid in cash by the Issuer. The number of underlying shares of Common Stock reported reflects a 0.632-for-1 reverse split, which was effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis on October 30, 2007. |
5. Of the number of shares reported, 102,179 shares represent Common Stock previously reported as beneficially owned by Oak Investment Partners VII, L.P. and such shares reflect a 0.632-for-1 reverse stock split, which was effected with respect to Common Stock on October 24, 2007. |
6. These securities have no stated expiration date. The Issuer caused the mandatory conversion of Series II Preferred Stock into shares of Common Stock on October 30, 2007. The Issuer exercised this right after providing prompt reasonable notice. The number of underlying shares of Common Stock reported reflects a 0.632-for-1 reverse stock split, which was effected through the conversion of such Convertible Preferred Stock to Common Stock on a 0.632-for-1 basis on October 30, 2007. |
7. Oak VII Affiliates Fund, L.P. is the record holder of the securities. As the general partner of Oak VII Affiliates Fund, L.P., Oak VII Affiliates, LLC may be deemed a beneficial owner of the securities. As a managing member of Oak VII Affiliates, LLC, Gerald R. Gallagher may be deemed to be a beneficial owner of the securities. |
8. Of the number of shares reported, 2,566 shares represent Common Stock previously reported as beneficially owned by Oak VII Affiliates Fund, L.P. and such shares reflect a 0.632-for-1 reverse stock split, which was effected with respect to Common Stock on October 24, 2007. |
/s/ Robert S. Guttman as attorney-in-fact for Gerald R. Gallagher | 11/01/2007 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |