Statement of Changes in Beneficial Ownership (4)
November 08 2017 - 6:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Phenicie John C
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2. Issuer Name
and
Ticker or Trading Symbol
ULTIMATE SOFTWARE GROUP INC
[
ULTI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP, Workplace Sales
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(Last)
(First)
(Middle)
7 OAK WALK
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2017
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(Street)
MISSOURI CITY, TX 77459
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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4172
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D
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$195.438
(2)
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43344
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D
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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1794
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D
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$196.441
(3)
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41550
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D
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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1001
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D
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$197.402
(4)
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40549
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D
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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427
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D
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$198.387
(5)
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40122
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D
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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375
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D
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$199.557
(6)
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39747
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D
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Common Stock
(1)
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11/7/2017
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11/7/2017
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S
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453
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D
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$200.30
(7)
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39294
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D
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Common Stock
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11/7/2017
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11/7/2017
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S
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1934
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D
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$196
(8)
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37360
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D
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Restricted Stock Award
(9)
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11/6/2017
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11/6/2017
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F
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4196
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D
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$201.88
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33164
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The transactions reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on August 16, 2017.
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(2)
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The sales price represents the weighted average sales price ranging in price from $194.995 to $195.955. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(3)
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The sales price represents the weighted average sales price ranging in price from $195.960 to $196.950. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(4)
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The sales price represents the weighted average sales price ranging in price from $196.985 to $197.980. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(5)
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The sales price represents the weighted average sales price ranging in price from $198.000 to $198.950. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(6)
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The sales price represents the weighted average sales price ranging in price from $199.010 to $200.000. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(7)
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The sales price represents the weighted average sales price ranging in price from $200.110 to $200.830. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(8)
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The sales price represents the weighted average sales price ranging in price from $195.990 to $196.020. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
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(9)
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These shares were retained by the Company and not issued, in satisfaction of withholding payroll tax requirements applicable to vesting of the Restricted Stock Awards originally granted on November 6, 2013 and November 6, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Phenicie John C
7 OAK WALK
MISSOURI CITY, TX 77459
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Senior VP, Workplace Sales
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Signatures
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Felicia Alvaro by Power of Attorney for John C. Phenicie
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11/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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