Ownership Submission
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 *
YANOVER ROBERT
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2000 ULTIMATE WAY		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2010
(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
Common Stock, $0.01 par value 11/23/2009 11/23/2009 G(1) V 900 D $ 28.73 73,649 D  
Common Stock, $0.01 par value 11/23/2009 11/23/2009 G(1) V 900 D $ 28.73 73,649 D  
Common Stock, $0.01 par value 11/23/2009 11/23/2009 G(2) V 900 D $ 28.73 73,649 D  
Common Stock, $0.01 par value 11/23/2009 11/23/2009 G(3) V 900 D $ 28.73 73,649 D  
Common Stock, $0.01 par value 01/03/2010 01/03/2010 M   580 A $ 3.69 73,649 D  
Common Stock, $0.01 par value 01/03/2010 01/03/2010 M   1,382 A $ 3.654 3,424 I By GRAT (4)
Common Stock, $0.01 par value               44,743 I Held by Yanover Family Trust (5)
Common Stock, $0.01 par value               6,700 I By Spouse
Common Stock, $0.01 par value               85,000 I By GRAT (6)

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
Director Stock Option $ 3.69 01/03/2010 01/03/2010 M     580 01/03/2000 01/03/2010 Common Stock 580 $ 3.69 0 D  
Director Stock Option $ 3.654 01/03/2010 01/03/2010 M     1,382 01/03/2010 01/03/2010 Common Stock 1,382 $ 3.654 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
YANOVER ROBERT
2000 ULTIMATE WAY
WESTON, FL 33326		   X      

Signatures

 Felicia Alvaro by Power of Attorney for Robert A. Yanover   01/04/2010
**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) The reporting person gifted shares of stock to his adult child who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be demed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
(2) The reporting person gifted shares of stock to his adult son-in-law who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be demed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
(3) The reporting person gifted shares of stock to his grandchild who does not share the reporting person's household. The reporting person disclaims beneficial ownership of these securities, and this report shall not be demed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
(4) These shares were previously reported as directly beneficially owned but were contributed to a Grantor Retained Annuity Trust on May 30, 2008. The exercised shares are held in an indirect beneficially owned Grantor Retained Annuity Trust dated May 2008.
(5) Shares held by Yanover Family Limited Partnership ("YFLP"). The reporting person is an officer of the general partner of YFLP. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
(6) These shares are held in an indirect beneficially owned Grantor Retained Annuity Trust dated January 2009. Previously, 37,354 shares were held in an indirect beneficially owned Grantor Retained Annuity Trust dated August 2007 and 47,646 shares were held in an indirect beneficially owned Grantor Retained Annuity Trust dated August 2008. They were transferred to the GRAT dated January 2009 on January 8, 2009.

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