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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Ulta Salon, Cosmetics & Fragrance, Inc.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

90384S303

(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:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* 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).


CUSIP No.		90384S303		Page		2		of		7


1	NAMES OF REPORTING PERSONS Doublemousse B.V.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,029,471

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			11,029,471

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,029,471

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.4%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

¹ Based on 56,810,994 shares of the Issuer’s Common Stock outstanding as of December 7, 2007, as set forth in the Issuer’s quarterly report on Form 10-Q dated December 13, 2007.


CUSIP No.		90384S303		Page		3		of		7


1	NAMES OF REPORTING PERSONS Chanel International B.V.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,029,471

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			11,029,471

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,029,471

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.4%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

² Based on 56,810,994 shares of the Issuer’s Common Stock outstanding as of December 7, 2007, as set forth in the Issuer’s quarterly report on Form 10-Q dated December 13, 2007.


CUSIP No.		90384S303		Page		4		of		7


1	NAMES OF REPORTING PERSONS Charles Heilbronn


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	France

		5	SOLE VOTING POWER

NUMBER OF			79,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,029,471

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			79,000

WITH:		8	SHARED DISPOSITIVE POWER

			11,029,471

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,108,471

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

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	19.6%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

³ Based on 56,810,994 shares of the Issuer’s Common Stock outstanding as of December 7, 2007, as set forth in the Issuer’s quarterly report on Form 10-Q dated December 13, 2007.


CUSIP No. 90384S303		13G		Page 5 of 7 Pages

Item 1(a). Name of Issuer:

Ulta Salon, Cosmetics & Fragrance, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

1000 Remington Blvd., Suite 120
Bolingbrook, IL 60440

Item 2(a). Name of Person Filing:

(1) Doublemousse B.V.
(2) Chanel International B.V.
(3) Charles Heilbronn

Item 2(b). Address of Principal Business Office or, if none, Residence:

Doublemousse B.V. and Chanel International B.V.:

Boerhaavelaan 22
2713 HX Zoetermeer
The Netherlands

Charles Heilbronn:

c/o Chanel, Inc.
9 West 57^th Street, 44^th Floor
New York, New York 10019

Item 2(c). Citizenship:

Doublemousse B.V. and Chanel International B.V.:

The Netherlands

Charles Heilbronn:

France

Item 2(d). Title of Class of Securities:

Common Stock, $.01 par value per share


CUSIP No. 90384S303		13G		Page 6 of 7 Pages

Item 2(e). CUSIP Number:

90384S303

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

The information in items 1 and 5 through 11 on the cover pages (pp. 2-4) of this Schedule 13G is hereby incorporated by reference.

Doublemousse B.V. is the record holder of 11,029,471 shares of common stock of the Issuer. These securities are indirectly owned by (a) Chanel International B.V., the parent company of Doublemousse B.V. and (b) Charles Heilbronn, who has been granted a power of attorney and proxy to exercise voting and investment power with respect to these securities. Mr. Heilbronn disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

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.

Date: February 11, 2008

Doublemousse B.V.


By:		/s/ Charles Heilbronn

Name:		Charles Heilbronn
Title:		Director

Chanel International B.V.


By:		/s/ Charles Heilbronn

Name:		Charles Heilbronn
Title:		Attorney-in-Fact


		/s/ Charles Heilbronn

Name:		Charles Heilbronn


¹		Based on 56,810,994 shares of the Issuer’s Common Stock outstanding as of December 7, 2007, as set forth in the Issuer’s quarterly report on Form 10-Q dated December 13, 2007.