FORM 4 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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Alvaro Felicia   2. Issuer Name and Ticker or Trading Symbol ULTIMATE SOFTWARE GROUP INC [ULTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP. CFO and Treasurer (Last) (First) (Middle) 1485 NORTH PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2019 (Street) WESTON, FL 33326 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Restricted Stock Award 02/08/2019 02/08/2019 A   15,000 A $ 0 42,680 D   Restricted Stock Unit 02/08/2019 02/08/2019 M   334 A $ 0 43,014 D   Restricted Stock Unit (1) 02/08/2019 02/08/2019 F   93 D $ 332.41 42,921 D   Restricted Stock Unit 02/09/2019 02/09/2019 M   666 A $ 0 43,587 D   Restricted Stock Unit (2) 02/09/2019 02/09/2019 F   162 D $ 332.41 43,425 D   Restricted Stock Unit 02/10/2019 02/10/2019 M   667 A $ 0 44,092 D   Restricted Stock Unit (3) 02/10/2019 02/10/2019 F   163 D $ 332.41 43,929 D   Common Stock (4) 02/11/2019 02/11/2019 S   3,929 D $ 331.9486 (5) 40,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Restricted Stock Unit

$ 0

02/08/2019

02/08/2019

M

334

(6)

(6)

Common Stock

334

$ 0

0

D

Restricted Stock Unit

$ 0

02/09/2019

02/09/2019

M

666

(7)

(7)

Common Stock

666

$ 0

0

D

Restricted Stock Unit

$ 0

02/10/2019

02/10/2019

M

667

(8)

(8)

Common Stock

667

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alvaro Felicia 1485 NORTH PARK DRIVE WESTON, FL 33326	X		Exec. VP. CFO and Treasurer

Signatures

/s/ Felicia Alvaro		02/12/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were retained by the Company and not issued, in satisfaction of withholding payroll tax requirements applicable to vesting of the Restricted Stock Awards originally granted on February 8, 2016.
(2)	These shares were retained by the Company and not issued, in satisfaction of withholding payroll tax requirements applicable to vesting of the Restricted Stock Awards originally granted on February 9, 2018.
(3)	These shares were retained by the Company and not issued, in satisfaction of withholding payroll tax requirements applicable to vesting of the Restricted Stock Awards originally granted on February 10, 2017.
(4)	The transactions reported on this Form 4 were effected pursuant to a Rule 10(b)5-1 trading plan adopted by the reporting person on November 14, 2018.
(5)	The sales price represents the weighted average sales price ranging in price from $331.71 to $332.41. The number of shares sold at each separate price will be made available to the SEC Staff, the issuer, or a security holder of the issuer upon request.
(6)	This restricted stock unit was granted on February 8, 2016.
(7)	This restricted stock unit was granted on February 9, 2018.
(8)	This restricted stock unit was granted on February 10, 2017.

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