Sec Form 3 Filing - Ryan Anita Jane @ Ulta Beauty, Inc. - 2022-06-01

FORM 3 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 Ryan Anita Jane 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 Human Resources Officer (Last) (First) (Middle) 1000 REMINGTON BLVD., SUITE 120 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2022 (Street) BOLINGBROOK, IL60440 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 2,482( 1 ) 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 Stock Option (Right to Buy) $ 281.53 ( 2 ) 03/24/2027 Common Stock 600 D Stock Option (Right to Buy) $ 204.27 ( 3 ) 03/29/2028 Common Stock 655 D Stock Option (Right to Buy) $ 348.73 ( 4 ) 03/29/2029 Common Stock 1,068 D Stock Option (Right to Buy) $ 174.45 ( 5 ) 03/27/2030 Common Stock 2,378 D Stock Option (Right to Buy) $ 306.59 ( 6 ) 03/25/2031 Common Stock 501 D Stock Option (Right to Buy) $ 395.84 ( 7 ) 03/24/2032 Common Stock 856 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ryan Anita Jane 1000 REMINGTON BLVD., SUITE 120 BOLINGBROOK, IL60440 Chief Human Resources Officer Signatures /s/ Jodi J. Caro, as attorney-in-fact for Anita Jane Ryan 06/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 484 shares of restricted stock vesting 100% on March 15, 2025; 262 shares of restricted stock vesting 100% on March 15, 2024; 742 shares of restricted stock vesting 100% on March 15, 2023; and 246 shares of restricted stock vesting in 25% increments beginning March 15, 2022 and each anniversary thereafter through March 15, 2025. ( 2 )The options, representing an initial right to purchase a total of 600 shares, vesting in 25% annual increments beginning March 15, 2018 and each anniversary thereafter through March 15, 2021. ( 3 )The options, representing an initial right to purchase a total of 873 shares, vesting in 25% annual increments beginning March 15, 2019 and each anniversary thereafter through March 15, 2022. ( 4 )The options, representing an initial right to purchase a total of 1,068 shares, vesting in 25% annual increments beginning March 15, 2020 and each anniversary thereafter through March 15, 2023. ( 5 )The options, representing an initial right to purchase a total of 2,378 shares, vesting in 25% annual increments beginning March 15, 2021 and each anniversary thereafter through March 15, 2024. ( 6 )The options, representing an initial right to purchase a total of 501 shares, vesting in 25% annual increments beginning March 15, 2022 and each anniversary thereafter through March 15, 2025. ( 7 )The options, representing an initial right to purchase a total of 856 shares, vesting in 25% annual increments beginning March 15, 2023 and each anniversary thereafter through March 15, 2026.

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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