HUBSPOT INC — Director's Dealing 2014

Oct 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBSPOT INC (HUBS)
CIK: 0001404655
Period of Report: 2014-10-15

Reporting Person: MATRIX PARTNERS VIII L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-15	Common Stock	C	4325753	—	Acquired	4336591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-15	Series B Convertible Preferred Stock	$	C	9043189	Disposed		Common Stock (3014396)	Direct
2014-10-15	Series C Convertible Preferred Stock	$	C	3006313	Disposed		Common Stock (1002104)	Direct
2014-10-15	Series D Convertible Preferred Stock	$	C	708623	Disposed		Common Stock (236207)	Direct
2014-10-15	Series E Convertible Preferred Stock	$	C	219139	Disposed		Common Stock (73046)	Direct

Footnotes

F1: 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 sole general partner of Matrix Partners VIII, L.P. David R. Skok, as Managing Member of 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.

F2: Each share of Series B, C, D and E Convertible Preferred Stock automatically converted into 0.333 of a share of Common Stock upon the the closing of the Issuer's initial public offering and has no expiration date.