FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dillon Mary 		2. Issuer Name and Ticker or Trading Symbol

Ulta Beauty, Inc. [ ULTA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

1000 REMINGTON BLVD., SUITE 120 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2017
(Street)

BOLINGBROOK, IL 60440
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   3/24/2017     A    12302   (1) A $0.00   68191   D    
Common Stock   3/24/2017     A    3111   (2) A $0.00   71302   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   $281.53   3/24/2017     A      31223         (3) 3/24/2027   Common Stock   31223   $0.00   31223   D    

Explanation of Responses:
( 1)  Represents 12,302 performance-based restricted share units, which were awarded on March 27, 2015 under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan. Each performance-based restricted share unit represents the right to one share of common stock, which vested based on satisfaction of certain performance goals and a time-based service vesting restriction which lapses on March 15, 2018, subject to continued employment. The Company's compensation committee certified on March 24, 2017 that the performance vesting goals were satisfied.
( 2)  Represents a grant of 3,111 restricted stock units, each representing one share of common stock, vesting 100% on 3/15/2020.
( 3)  The options, representing a right to purchase a total of 31,223 shares of common stock, vesting in 25% annual increments beginning on 3/15/2018 and on each anniversary thereafter through 3/15/2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dillon Mary
1000 REMINGTON BLVD., SUITE 120
BOLINGBROOK, IL 60440 		X
Chief Executive Officer

Signatures
/s/ Jodi J. Caro, as attorney-in-fact for Mary N. Dillon 3/28/2017
** 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 control number.
Ulta Beauty (NASDAQ:ULTA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ulta Beauty Charts.
Ulta Beauty (NASDAQ:ULTA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ulta Beauty Charts.