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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
The Ultimate Software Group, Inc.
Common Stock
90385D 10 7
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o 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 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).
| 13G | ||||||
| CUSIP No. 90385D 10 7 | Page 2 of 4 | |||||
| 1. | Name of Reporting Person: Michael Feinberg |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: United States |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 2,570,379 | |||||
| 6. | Shared Voting Power: 151,925 | |||||
| 7. | Sole Dispositive Power: 2,570,379 | |||||
| 8. | Shared Dispositive Power: 151,925 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,722,304 (Includes (1) 146,925 shares owned by Michael Feinberg’s spouse, Ann Feinberg and the exercisable warrant to purchase 5,000 shares of common stock held by Ann Feinberg, for which beneficial ownership is disclaimed and; (2) the exercisable warrant to purchase 50,000 shares of Common Stock held by Michael Feinberg) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 12.1% | |||||
| 12. | Type of Reporting Person: IN | |||||
| CUSIP No 90385D 10 7 | 13G | Page 3 of 4 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, Florida 33326 |
||
Item 2(a).
|
Name of Person Filing | |
| Michael Feinberg | ||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence | |
| 3980 N. 32 Terrace Hollywood, Florida 33312 |
||
Item 2(c).
|
Citizenship | |
| United States | ||
Item 2(d).
|
Title of Class of Securities | |
| Common Stock, $0.01 par value per share | ||
Item 2(e).
|
CUSIP Number | |
| 90385D 10 7 | ||
Item 3.
|
Not applicable. | |
Item 4.
|
Ownership | |
| As of the date of the event which requires the filing of this statement: |
| (a) | Amount beneficially owned: 2,722,304 shares | |||
| (b) | Percent of class: 12.1% | |||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,570,379 | |||||
| (ii) | Shared power to vote or to direct the vote: 151,925 | |||||
| (iii) | Sole power to dispose or to direct the disposition of: 2,570,379 | |||||
| (iv) | Shared power to dispose or to direct the disposition of: 151,925 |
Item 5.
|
Ownership of Five Percent or Less of a Class | |
| Not applicable | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable |
| CUSIP No 90385D 10 7 | 13G | Page 4 of 4 Pages |
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 Group | |
| Not applicable | ||
Item 10.
|
Certification | |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2005
Felicia Alvaro, by Power of
Attorney for Michael Feinberg