On May 9, 2012, Ulta Salon, Cosmetics & Fragrance, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the "Underwriters"), and the selling stockholders named in Schedule B thereto (collectively, the "Selling Stockholders"), relating to the public offering of 7,000,000 shares of the Company's common stock, par value $0.01 per share, by the Selling Stockholders at a public offering price of $84.00 per share. One of the Selling Stockholders also granted the Underwriters a 30-day option to purchase an additional 1,050,000 shares of the Company's common stock.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company will not receive any proceeds from the sale of shares by the Selling Stockholders. The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-181205) filed with the Securities and Exchange Commission on May 7, 2012, and the related prospectus supplement and accompanying prospectus. The offering is expected to close on May 15, 2012, subject to customary closing conditions.

(d) Exhibits

Exhibit No.                                  Description
1.1               Underwriting Agreement, dated as of May 9, 2012, by and among the
                  Company, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as
                  representatives of the several underwriters named in Schedule A
                  thereto, and the selling stockholders named in Schedule B
                  thereto.