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 *
  Alvaro Felicia
2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2018
3. Issuer Name and Ticker or Trading Symbol
ULTIMATE SOFTWARE GROUP INC [ULTI]
(Last)
(First)
(Middle)
1485 NORTH PARK DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP. CFO and Treasurer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WESTON, FL 33326
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 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 4,680
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
Restricted Stock Unit   (1) 02/08/2019 Common Stock 334 $ (2) D  
Restricted Stock Unit   (3) 02/10/2020 Common Stock 1,334 $ (2) D  
Restricted Stock Unit   (4) 02/09/2021 Common Stock 2,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alvaro Felicia
1485 NORTH PARK DRIVE
WESTON, FL 33326
  X     Exec. VP. CFO and Treasurer  

Signatures

Felicia Alvaro 05/08/2018
**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) Granted February 8, 2016, this restricted stock unit grant vests over three years with 33 1/3% vesting on each of the annual anniversaries ofthe grant date.
(2) Each restricted stock unit represents a contingent right to receive one share of Ultimate Software common stock.
(3) Granted February 10, 2017, this restricted stock unit grant vests over three years with 33 1/3% vesting on each of the annual anniversaries ofthe grant date.
(4) Granted February 9, 2018, this restricted stock unit grant vests over three years with 33 1/3% vesting on each of the annual anniversaries ofthe grant date.

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