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OMB APPROVAL
UNITED STATES OMB NUMBER 3235-0145
SECURITIES AND EXCHANGE COMMISSION EXPIRES: DECEMBER 31,2005
WASHINGTON, D.C. 20549 ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE ...11
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
THE ULTIMATE SOFTWARE GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
90385D107
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(CUSIP Number)
SEPTEMBER 23, 2003
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(Date of Event Which Requires Filing of the Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 8 PAGES
CUSIP NO. 90385D107 13G PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HarbourVest Partners, LLC
I.R.S. No. 04-3335829
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
[ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
Number of
Shares 816,000
Beneficially
Owned by 6 SHARED VOTING POWER
Each
Reporting -0-
Person
With 7 SOLE DISPOSITIVE POWER
816,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8 PAGES
CUSIP NO. 90385D107 13G PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. Brooks Zug
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
Number of
Shares 0
Beneficially
Owned by 6 SHARED VOTING POWER
Each
Reporting 816,000
Person
With 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
816,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 8 PAGES
CUSIP NO. 90385D107 13G PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Kane
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
Number of
Shares 0
Beneficially
Owned by 6 SHARED VOTING POWER
Each
Reporting 816,000
Person
With 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
816,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.00%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 8 PAGES
Item 1(a) Name of Issuer:
The Ultimate Software Group, Inc.
Item 1(b) Address of Issuer's Principal
Executive Offices:
2000 Ultimate Way
Weston, FL 33326
Item 2(a) Name of Person Filing:
This filing is made on behalf of HarbourVest Partners, LLC
("HarbourVest"), Edward W. Kane ("Kane") and D. Brooks Zug
("Zug").
Item 2(b) Address of the Principal Offices: The principal business
office of each reporting person is One Financial Center, 44th
floor, Boston, Massachusetts 02111.
Item 2(c) Citizenship:
HarbourVest is organized and exists under the laws of the
State of Delaware. Kane and Zug are United States citizens.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
90385D107
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
HarbourVest (e) (X) Investment Adviser registered
under Section 203 of the Investment
Advisers Act of 1940.
Kane: Not applicable
Zug: Not applicable
PAGE 5 OF 8 PAGES
Item 4 Ownership:
(a) Amount Beneficially Owned: HarbourVest has beneficial ownership of 816,000
shares of Common Stock. HarbourVest is the managing member of HVP V-Direct
Associates L.L.C., the general partner of HarbourVest Partners V-Direct Fund
L.P. ("Fund V"). Fund V is the recorded and ultimate owner of the foregoing
securities. HarbourVest, in its capacity as managing member of the general
partner of Fund V, has the sole power to vote and dispose of the securities held
by Fund V. Messrs. Kane and Zug are Managing Members of HarbourVest. As such,
they share the voting control of HarbourVest. While neither of them owns of
record any shares of The Ultimate Software Group, as the result of their
positions, Kane and Zug may be deemed to be beneficial owners of and to have the
power to exercise or to direct the exercise of voting and/or dispositive power
with respect to the shares reported herein. Messrs. Kane and Zug disclaim
beneficial ownership over any of the reported securities which they may be
deemed to beneficially own.
(b) Percent of Class: 4.00% of the Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
HarbourVest has sole power to vote or to direct
the vote of 816,000 shares of Common Stock.
(ii) shared power to vote or to direct the vote: Kane
and Zug share the power to vote 816,000 shares of
Common Stock.
(iii) sole power to dispose or to direct the disposition
of: HarbourVest has sole power to dispose or to
direct the disposition of 816,000 shares of Common
Stock.
(iv) shared power to dispose or to direct the
disposition of: Kane and Zug have sole power to
dispose or to direct the disposition of 816,000
shares of Common Stock.
Item 5 Ownership of Five Percent or Less of a Class:
With this filing, the Reporting Persons state that they own
under 5 percent of Common Stock of the Issuer.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
See Item 4 above.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
PAGE 6 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 23, 2003 HARBOURVEST PARTNERS, LLC
By: /s/ Martha D. Vorlicek
-----------------------------------
Name: Martha D. Vorlicek
Title: Managing Director
Dated: September 23, 2003 EDWARD W. KANE
By: /s/ Edward W. Kane
-----------------------------------
Name: Edward W. Kane
Dated: September 23, 2003 D. BROOKS ZUG
By: /s/ D. Brooks Zug
-----------------------------------
Name: D. Brooks Zug
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec. 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 7 OF 8 PAGES