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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * GRP II, L.P.   2. Issuer Name and Ticker or Trading Symbol Ulta Salon, Cosmetics & Fragrance, Inc. [ULTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2121 AVENUE OF THE STARS, 31ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 07/07/2009 (Street) LOS ANGELES, CA 90067-5014 4. If Amendment, Date Original Filed(Month/Day/Year) 07/09/2009 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 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) Code V Amount (A) or (D) Price Common Stock 07/07/2009   J(1)(2)(3)(4)   2,682,108 D $ 0 9,739,792 I See Footnotes (1)(2)(3)(4)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRP II, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GLOBAL RETAIL PARTNERS LP 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP II Partners, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP II Investors, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRP AQ, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X
GRPVC III, L.P. 2121 AVENUE OF THE STARS 31ST FLOOR LOS ANGELES, CA 90067-5014		X

Signatures

/s/ Robert S. Guttman, as attorney-in-fact for GRP II, L.P.		08/10/2009
**Signature of Reporting Person		Date
/s/ Robert S. Guttman, as attorney-in-fact for Global Retail Partners, L.P.		08/10/2009
**Signature of Reporting Person		Date
/s/ Robert S. Guttman, as attorney-in-fact for GRP II Partners, L.P.		08/10/2009
**Signature of Reporting Person		Date
/s/ Robert S. Guttman, as attorney-in-fact for GRP II Investors, L.P.		08/10/2009
**Signature of Reporting Person		Date
/s/ Robert S. Guttman, as attorney-in-fact for GRP AQ, L.P.		08/10/2009
**Signature of Reporting Person		Date
/s/ Robert S. Guttman, as attorney-in-fact for GRPVC III, L.P.		08/10/2009
**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)	On July 7, 2009, in connection with its liquidation and winding up, Global Retail Partners, L.P. ("GPR I") made an in-kind distribution, without any additional consideration, of all 2,682,108 of its shares of Common Stock to the limited and general partners of GRP I. The agreement pursuant to which GRP Management Services Corp. ("GRPMSC") shared voting and investment power with respect to such shares was terminated on June 26, 2009. Please see footnotes 2 and 3 below for more information regarding GRPMSC.
(2)	Following this transaction, GRP II, L.P. ("GRP II") held 6,927,494 shares; GRP II Investors, L.P. ("GRP II Investors") held 535,042 shares; GRP II Partners, L.P. ("GRP II Partners") held 196,741 shares; GRPMSC held an aggregate of 649,768 shares as escrow agent for GRP II, GRP II Investors and GRP II Partners; GRP AQ, L.P. ("GRP AQ") held 1,157,989 shares; and GRPVC III, L.P. ("GRPVC III") held 272,758 shares. Prior to this transaction, GRP AQ and GRPVC III were not reporting persons and did not hold any shares of Ulta stock. Both these entities received Ulta shares in the distribution. As a result, because they are affiliates of GRP II, they became members of the GRP II group and the aggregate 1,430,747 shares they received are deemed to have remained within the group's ownership.
(3)	GRPVC, L.P. ("GRPVC") is the general partner of each of GRP II and GRP II Partners, and GRPMSC is the general partner of GRPVC and GRP II Investors. Steven Lebow, Yves Sisteron and Herve J.F. Defforey are members, together with Steven Dietz and Brian McLoughlin, of the investment committee of GRP II, GRP II Investors and GRP II Partners; Messrs. Defforey, Sisteron and Dietz are owners of the general partner of GRP AQ; and Messrs. Sisteron and Dietz are owners of the general partner of GRPVC III.
(4)	As a result, each of Messrs. Lebow, Sisteron and Defforey may be deemed to possess indirect beneficial ownership of the shares owned by GRP II, GRP II Investors and GRP II Partners; Messrs. Defforey and Sisteron may be deemed to possess indirect beneficial ownership of the shares owned by GRP AQ; and Mr. Sisteron may be deemed to possess indirect beneficial ownership of the shares owned by GRPVC III. Messrs. Lebow, Sisteron and Defforey disclaim beneficial ownership of all such shares except to the extent of their pecuniary interst therein.
Remarks: This amendment is being filed to add GRP AQ and GRPVC III to the GRP II group, as set forth in more detail in footnotes (2) and (3) above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.