Edgar Filing: HUBSPOT INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MATRIX PARTNERS VIII L P

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2014

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

(Last)

(First)

(Middle)

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

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CAMBRIDGE,Â MAÂ 02142

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,838 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,014,396 ⁽¹⁾ ⁽³⁾	$ ⁽²⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,002,104 ⁽¹⁾ ⁽³⁾	$ ⁽²⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	236,207 ⁽¹⁾ ⁽³⁾	$ ⁽²⁾	D	Â
Series E Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	73,046 ⁽¹⁾ ⁽³⁾	$ ⁽²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MATRIX PARTNERS VIII L P C/O MATRIX PARTNERS, 101 MAIN STREET 17TH FLOOR CAMBRIDGE,Â MAÂ 02142	Â	Â X	Â	Â

Signatures

/s/ John Kelleher, attorney-in-fact		10/08/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 reported securities are owned solely by Matrix Partners VIII, L.P. Matrix VIII U.S. Management Co., L.L.C. ("Matrix VIII LLC") is the general partner of Matrix Partners VIII, L.P. David R. Skok, by virtue of his management position in Matrix VIII LLC, 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.
(2)	The Series B, C, D and E Preferred Stock are each convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1-for-3 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date.
(3)	Represents the number of shares of Common Stock issuable upon conversion of the Preferred Stock on the terms specified in footnote 2.
Â Remarks: ExhibitÂ 24.1:Â LimitedÂ PowerÂ ofÂ Attorney

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