Edgar Filing: HUBSPOT INC

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 ^*

SKOK DAVID R

2. Issuer Name and Ticker or Trading Symbol
HUBSPOT INC [HUBS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MATRIX PARTNERS, 101 MAIN STREET, 17TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2015

(Street)

CAMBRIDGE, MA 02142

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								400	D
Common Stock	03/23/2015		S⁽¹⁾⁽²⁾		325,244	D	$ 35.2425	4,011,347	I	By Matrix VIII, L.P. ⁽³⁾
Common Stock	03/23/2015		S⁽¹⁾⁽²⁾		179	D	$ 35.2425	2,209	I	By Weston & Co. VIII, LLC ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SKOK DAVID R C/O MATRIX PARTNERS 101 MAIN STREET, 17TH FLOOR CAMBRIDGE, MA 02142	X	X

Signatures

/s/ John Kelleher, as attorney-in-fact		03/25/2015
^**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's sale of the Issuer's common stock reported herein may be matchable under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") with the reporting person's purchase of 400 shares of the Issuer's common stock on October 15, 2014. The reporting person has disgorged to the Issuer the maximum profit under Rule 16b-6(c) of the Exchange Act realized in connection with these transactions.
(2)	The sale transaction reported on this Form 4 was effected as a part of an underwritten public offering of common stock of HubSpot, Inc. with each of Matrix Partners VIII, L.P. and Weston & Co. VIII LLC as a selling stockholder in the offering.
(3)	Mr. Skok is a Managing Member of Matrix VIII U.S. Management Co., L.L.C., which is the general partner of Matrix Partners VIII, L.P and the beneficial owner of the shares reported herein as being held of record by Weston & Co. VIII, LLC. Mr. Skok, by virtue of his management position in Matrix VIII U.S. Management CO., L.L.C., has sole voting and dispositive power with respect to these shares. Mr. Skok disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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