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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL SCHEDULE 13G
Under the Securities Exchange Act of 1934
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)
December 31, 1998
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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:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| 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 5 PAGES
<PAGE>
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CUSIP No. 90385D107 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HarbourVest Partners, LLC
1 I.R.S. No. 04-3335829
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
Number of
Shares 1,550,807
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Beneficially 6 SHARED VOTING POWER
Owned by
Each -0-
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Reporting 7 SOLE DISPOSITIVE POWER
Person
With 1,550,807
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,807
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
<PAGE>
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)
Item 1(a) Name of Issuer:
The Ultimate Software Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
3111 Stirling Road, Suite 308
Fort Lauderdale, FL 33312
Item 2(a) Name of Person Filing:
This filing is made on behalf of HarbourVest Partners, LLC
(HarbourVest).
Item 2(b) Address of the Principal Offices:
The principal business office of HarbourVest 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.
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), check whether the person filing is a:
(e) (X) Investment Adviser registered under ss.203 of the
Investment Advisers Act of 1940.
PAGE 3 OF 5 PAGES
<PAGE>
Item 4 Ownership:
(a) Amount Beneficially Owned: HarbourVest has beneficial
ownership of 1,550,807 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.
(b) Percent of Class: 9.8% 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 1,550,807 shares of Common Stock.
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
HarbourVest has sole power to dispose or to direct the
disposition of 1,550,807 shares of Common Stock.
(iv) shared power to dispose or to direct the disposition
of: -0-
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:
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 4 OF 5 PAGES
<PAGE>
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.
HarbourVest Partners, LLC
By: /s/ Martha D. Vorlicek
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Name: Martha D. Vorlicek
Dated: February 9, 1999 Title: Managing Director
PAGE 5 OF 5 PAGES
