FORM 4
[ X ] 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
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                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

GALLAGHER GERALD R	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)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O OAK INVESTMENT PARTNERS, ONE GORHAM ISLAND	3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2008		
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	6/26/2008  	 	J (1)	  	1222443  	D	$11.29  	4889770  	I   (2)	See Note (2)  	
Common Stock  	6/26/2008  	 	J (3)	  	76754  	D	$11.29  	76753  	D   (4)	
 	
Common Stock  	 	 	 	  	 	 	 	91900  	D   (5)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					

Explanation of Responses:	
(  1) 	On June 26, 2008, Oak Investment Partners VII, Limited Partnership ("Oak VII, L.P.") made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak VII, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members.	
(  2) 	Represents shares directly owned by Oak VII, L.P. This entity will cease to be a Reporting Person (see below).	
(  3) 	On June 26, 2008, Oak VII Affiliates Fund, Limited Partnership ("Oak VII Affiliates, L.P.") made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak VII Affiliates, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members.	
(  4) 	Represents shares directly owned by Oak VII Affiliates, L.P. This entity will cease to be a Reporting Person (see below).	
(  5) 	Represents shares directly owned by Gerald R. Gallagher, a director of the Ulta Salon, Cosmetics & Fragrances, Inc., and received as part of the distributions described in footnotes 1 and 3. This acquisition merely reflects a change in beneficial ownership from indirect to direct. No other Reporting Person has any pecuniary interest in these shares.	

Remarks:
Remarks

Gerald R. Gallagher is a Director of Ulta Salon, Cosmetics & Fragrances, Inc. Mr. Gallagher is a Managing Member of Oak Associates VII, L.L.C., the General Partner of Oak VII, L.P.; and a Managing Member of Oak VII Affiliates, L.L.C., the General Partner of Oak VII Affiliates, L.P.

Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

The aggregate number of shares beneficially owned by Mr. Gallagher, Oak VII, L.P. and Oak VII Affiliates, L.P. is less than 10%. As a result, the Reporting Persons will no longer file as 10% owners.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
GALLAGHER GERALD R
C/O OAK INVESTMENT PARTNERS
ONE GORHAM ISLAND
WESTPORT, CT 06880	X	X			
OAK INVESTMENT PARTNERS VII L P
ONE GORHAM ISLAND
WESTPORT, CT 06880		X			
OAK VII AFFILIATES FUND LP
ONE GORHAM ISLAND
WESTPORT, CT 06880		X			

Signatures		
Gerald R. Gallagher		6/27/2008	
** Signature of Reporting Person		Date
	
Gerald R. Gallagher, Managing Member of Oak Associates VII, L.L.C., the General Partner of Oak Investment Partners VII, Limited Partnership		6/27/2008	
** Signature of Reporting Person		Date
	
Gerald R. Gallagher, Managing Member of Oak VII Affiliates, L.L.C., the General Partner of Oak VII Affiliates Fund, Limited Partnership		6/27/2008	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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