Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Settersten Scott M
   2. Issuer Name and Ticker or Trading Symbol
Ulta Beauty, Inc. [ULTA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
1000 REMINGTON BLVD, SUITE 120		 3. Date of Earliest Transaction (Month/Day/Year)
03/19/2019
(Street)

BOLINGBROOK, IL 60440		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 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 03/19/2019   M   2,760 A $ 24.53 7,737 D  
Common Stock 03/19/2019   M   5,000 A $ 69.96 12,737 D  
Common Stock 03/19/2019   M   1,348 A $ 86.06 14,085 D  
Common Stock 03/19/2019   M   1,939 A $ 97.89 16,024 D  
Common Stock 03/19/2019   M   3,612 A $ 151.2 19,636 D  
Common Stock 03/19/2019   M   7,037 A $ 191.76 26,673 D  
Common Stock 03/19/2019   M   4,385 A $ 281.53 31,058 D  
Common Stock 03/19/2019   M   3,448 A $ 204.27 34,506 D  
Common Stock 03/19/2019   S   29,529 D $ 338.6444 (1) 4,977 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) $ 24.53 03/19/2019   M     2,760   (2) 06/14/2020 Common Stock 2,760 $ 0 0 D  
Stock Option (right to buy) $ 69.96 03/19/2019   M     5,000   (3) 09/13/2021 Common Stock 5,000 $ 0 0 D  
Stock Option (right to buy) $ 86.06 03/19/2019   M     1,348   (4) 05/10/2022 Common Stock 1,348 $ 0 0 D  
Stock Option (right to buy) $ 97.89 03/19/2019   M     1,939   (5) 03/28/2024 Common Stock 1,939 $ 0 0 D  
Stock Option (right to buy) $ 151.2 03/19/2019   M     3,612   (6) 03/27/2025 Common Stock 3,612 $ 0 0 D  
Stock Option (right to buy) $ 191.76 03/19/2019   M     7,037   (7) 03/25/2026 Common Stock 7,037 $ 0 2,346 D  
Stock Option (right to buy) $ 281.53 03/19/2019   M     4,385   (8) 03/24/2027 Common Stock 4,385 $ 0 4,386 D  
Stock Option (right to buy) $ 204.27 03/19/2019   M     3,448   (9) 03/29/2028 Common Stock 3,448 $ 0 10,344 D  

Reporting Owners

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

Signatures

 /s/ Jodi J. Caro, as attorney-in-fact for Scott M. Settersten   03/21/2019
**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) The price reported in Column 4 is a weighted average price. The prices actually received ranged from $336.04 to $343.425. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(2) The options, representing a right to purchase a total of 25,000 shares, vest 25% on each anniversary date of the 6/14/2010 grant date.
(3) The options, representing a right to purchase a total of 5,000 shares, vest 25% on each anniversary date of the 9/13/2011 grant date.
(4) The options, representing a right to purchase a total of 1,348 shares, vest in 25% increments beginning on 3/23/2013 and on each anniversary date thereafter.
(5) The options, representing a right to purchase a total of 7,753 shares, vest in 25% increments beginning on 3/16/2015 and on each anniversary date thereafter.
(6) The options, representing a right to purchase a total of 3,612 shares, vest in 25% increments beginning on 3/15/2016 and on each anniversary date thereafter.
(7) The options, representing a right to purchase a total of 9,383 shares, vest in 25% increments beginning on 3/15/2017 and on each anniversary date thereafter.
(8) The options, representing a right to purchase a total of 8,771 shares, vest in 25% increments beginning on 3/15/2018 and on each anniversary date thereafter.
(9) The options, representing a right to purchase a total of 13,792 shares, vest in 25% increments beginning on 3/15/2019 and on each anniversary date thereafter.

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