Sec Form 4 Filing - SCHERR MARC D @ ULTIMATE SOFTWARE GROUP INC - 2015-02-05

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
SCHERR MARC D
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
X __ Officer (give title below) _____ Other (specify below)
Vice-Chairman & COO
(Last) (First) (Middle)
2000 ULTIMATE WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2015
(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 02/05/2015 02/05/2015 S 3,500 ( 1 ) D $ 155.68 ( 2 ) 279,833 D
Common Stock 02/05/2015 02/05/2015 S 12,285 ( 1 ) D $ 156.42 ( 3 ) 267,548 D
Common Stock 02/05/2015 02/05/2015 S 8,715 ( 1 ) D $ 157.23 ( 4 ) 258,833 D
Common Stock 02/05/2015 02/05/2015 S 500 ( 1 ) D $ 158.3 ( 5 ) 258,333 ( 6 ) D
Common Stock 18,261 I GRAT
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
SCHERR MARC D
2000 ULTIMATE WAY
WESTON, FL33326
X Vice-Chairman & COO
Signatures
Felicia Alvaro by Power of Attorney for Marc D. Scherr 02/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on November 3, 2014.
( 2 )The sales price represents the weighted average sales price ranging in price from $154.905 to $155.895. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
( 3 )The sales price represents the weighted average sales price ranging in price from $155.905 to $156.900. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
( 4 )The sales price represents the weighted average sales price ranging in price from $156.920 to $157.830. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
( 5 )The sales price represents the weighted average sales price ranging in price from $158.000 to $158.560. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
( 6 )Includes transfer of 16,739 shares which were previously reported as indirectly owned by a Grantor Retained Annuity Trust ("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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