ULTA Ulta Beauty Inc

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                                                                                   
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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                       

1. Name and Address of Reporting Person * DiRomualdo Robert F	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 1000 REMINGTON BLVD., SUITE 120	3. Date of Earliest Transaction (MM/DD/YYYY) 12/17/2020
(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	12/17/2020		S		5000	D	$272.0357 (1)	245537	I	By Naples Ventures LLC (2)
Common Stock	12/17/2020		S		15000	D	$273.00	230537	I	By Naples Ventures LLC (2)
Common Stock	12/17/2020		S		7000	D	$270.3997 (3)	223537	I	By Naples Ventures LLC (2)
Common Stock								6344	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

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. The actual sale prices for these transactions ranged from $271.94 to $272.20. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.
(2)	Naples Ventures LLC is the record holder of these securities. These securities are indirectly owned by Mr. DiRomualdo, who is a principal, along with Janice DiRomualdo, of Naples Ventures LLC. Mr. DiRomualdo disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The price reported in Column 4 is a weighted average price. The actual sale prices for these transactions ranged from $270.31 to $270.63. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DiRomualdo Robert F 1000 REMINGTON BLVD., SUITE 120 BOLINGBROOK, IL 60440	X

Signatures
/s/ Jodi J. Caro, as attorney-in-fact for Robert F. DiRomualdo		12/21/2020
**Signature of Reporting Person		Date