Edgar Filing: Dillon Mary N

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dillon Mary N

2. Issuer Name and Ticker or Trading Symbol
Ulta Beauty, Inc. [ULTA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ 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 (Month/Day/Year)
03/19/2019

(Street)

BOLINGBROOK, IL 60440

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2019		M		15,000	A	$ 99.01	87,712	D
Common Stock	03/19/2019		M		17,223	A	$ 151.2	104,935	D
Common Stock	03/19/2019		M		50,000	A	$ 164.06	154,935	D
Common Stock	03/19/2019		M		27,474	A	$ 191.76	182,409	D
Common Stock	03/19/2019		M		11,252	A	$ 204.27	193,661	D
Common Stock	03/19/2019		S		120,949	D	$ 334.4229 ⁽¹⁾	72,712	D
Common Stock								25,244	I	By Trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 99.01

03/19/2019

15,000

⁽³⁾

07/01/2023

Common Stock

15,000

$ 0

Stock Option (right to buy)

$ 151.2

03/19/2019

17,223

⁽⁴⁾

03/27/2025

Common Stock

17,223

$ 0

Stock Option (right to buy)

$ 164.06

03/19/2019

50,000

⁽⁵⁾

09/15/2025

Common Stock

50,000

$ 0

150,000

Stock Option (right to buy)

$ 191.76

03/19/2019

27,474

⁽⁶⁾

03/25/2026

Common Stock

27,474

$ 0

9,158

Stock Option (right to buy)

$ 204.27

03/19/2019

11,252

⁽⁷⁾

03/29/2028

Common Stock

11,252

$ 0

33,758

Reporting Owners

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

Signatures

/s/ Jodi J. Caro, as attorney-in-fact for Mary N. Dillon		03/21/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. The prices actually received ranged from $331.41 to $341.33. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(2)	Shares held by the Mary N. Dillon Trust U/A DTD 3/31/2017.
(3)	The options, representing a right to purchase a total of 25,000 shares, vest 20% on the first anniversary of the 7/1/2013 grant date, 20% on the third anniversary of the grant date, and 60% on the fifth anniversary of the grant date.
(4)	The options, representing a right to purchase a total of 34,445 shares, vest in 25% increments beginning on 3/15/2016 and on each anniversary date thereafter.
(5)	The options, representing a right to purchase a total of 200,000 shares, vesting in 25% increments beginning on 9/15/2018 and on each anniversary thereafter through 9/15/2021.
(6)	The options, representing a right to purchase a total of 36,632 shares, vest in 25% increments beginning on 3/15/2017 and on each anniversary date thereafter.
(7)	The options, representing a right to purchase a total of 45,010 shares, vest in 25% increments beginning on 3/15/2019 and on each anniversary date thereafter.

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