Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  AOS Partners, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2009		 3. Issuer Name and Ticker or Trading Symbol
Ulta Salon, Cosmetics & Fragrance, Inc. [ULTA]
(Last)
(First)
(Middle)
2121 AVENUE OF THE STARS, 31ST FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,476,300 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AOS Partners, LP
2121 AVENUE OF THE STARS
31ST FLOOR
LOS ANGELES, CA 90067		     X    
Hique, Inc.
2121 AVENUE OF THE STARS
31ST FLOOR
LOS ANGELES, CA 90067		     X    

Signatures

/s/ Robert S. Guttman, as attorney-in-fact for AOS Partners, LP 12/23/2009
**Signature of Reporting Person Date
/s/ Robert S. Guttman, as attorney-in-fact for Hique, Inc. 12/23/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents shares contributed by GRP II, L.P. ("GRP II") to AOS Partners, LP ("AOS") in connection with an internal restructuring of GRP II and certain related persons on December 22, 2009. Hique, Inc. ("Hique") is the general partner of AOS and is deemed to possess indirect beneficial ownership of the shares owned by AOS. Hique and GRPVC, L.P. ("GRPVC") are controlled by principals of the GRP funds. GRPVC and certain related persons, including AOS and Hique, may be deemed to be members of a "group," within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, that owns more than ten percent of the outstanding shares of the Issuer's common stock.

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