Sec Form 4 Filing - YANOVER ROBERT @ ULTIMATE SOFTWARE GROUP INC - 2014-08-05

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
YANOVER ROBERT
2. Issuer Name and Ticker or Trading Symbol
ULTIMATE SOFTWARE GROUP INC [ ULTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 ULTIMATE WAY
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2014
(Street)
WESTON, FL33326
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value 08/05/2014 08/05/2014 S 93 D $ 130.8601 47,150 I By GRAT
Common Stock, $0.01 par value 3,360 I By Spouse ( 1 )
Common Stock, $0.01 par value 200 I As trustee for trust for the trust f/b/o grandchild ( 2 )
Common Stock, $0.01 par value 200 I As trustee for trust for the trust f/b/o grandchild ( 2 )
Common Stock, $0.01 par value 200 I As trustee for trust for the trust f/b/o grandchild ( 2 )
Common Stock, $0.01 par value 200 I As trustee for trust for the trust f/b/o grandchild ( 2 )
Restricted Stock Award 08/06/2014 08/06/2014 A 544 A $ 0 40,947 ( 3 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
YANOVER ROBERT
2000 ULTIMATE WAY
WESTON, FL33326
X
Signatures
Felicia Alvaro by Power of Attorney for Robert A. Yanover 08/07/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held by Judith Yanover, Mr. Yanover's spouse.
( 2 )Mr. Yanover is the trustee for the trust for the benefit of his grandchild that does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
( 3 )2,545 shares previously reported as indirectly beneficially owned by a Grantor Retained Annuity Trust ("GRAT") were transferred to a directly benefically owned account under the structure of the GRAT.

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).

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