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 *
  Settersten Scott M
 2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2012		 3. Issuer Name and Ticker or Trading Symbol
Ulta Salon, Cosmetics & Fragrance, Inc. [ULTA]
(Last)
(First)
(Middle)
1000 REMINGTON BLVD., SUITE 120		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Acting Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOLINGBROOK, IL 60440		 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 1,344
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
Stock Option (right to buy)   (1) 09/09/2019 Common Stock 750 $ 14.41 D  
Stock Option (right to buy)   (2) 06/14/2020 Common Stock 12,500 $ 24.53 D  
Stock Option (right to buy)   (3) 09/13/2021 Common Stock 5,000 $ 69.96 D  
Stock Option (right to buy)   (4) 05/10/2022 Common Stock 1,348 $ 86.06 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Settersten Scott M
1000 REMINGTON BLVD.
SUITE 120
BOLINGBROOK, IL 60440		       Acting Chief Financial Officer  

Signatures

/s/ Robert S. Guttman, as attorney-in-fact for Scott M. Settersten 10/26/2012
**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) The options, representing an initial right to purchase a total of 3,000 shares, vest 25% on each anniversary date of the 09/09/2009 grant date.
(2) The options, representing an initial right to purchase a total of 25,000 shares, vest 25% on each anniversary date of the 06/14/2010 grant date.
(3) The options, representing an initial right to purchase a total of 5,000 shares, vest 25% on each anniversary date of the 09/13/2011 grant date.
(4) The options, representing an initial right to purchase a total of 1,348 shares, vest 25% on each anniversary date of the 05/10/2012 grant date.

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