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: General Catalyst GP V, LLC (10% Owner)
Reporting Person: Fialkow David P (10% Owner)
Reporting Person: Orfao David J (10% Owner)
Reporting Person: Cutler Joel E (10% Owner)
Reporting Person: General Catalyst Partners V, L.P. (10% Owner)
Reporting Person: GC Entrepreneurs Fund V, LP (10% Owner)
Reporting Person: General Catalyst Group V LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-15	Common Stock	C	6839009	—	Acquired	6865329	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-15	Series A Convertible Preferred Stock	$	C	9456407	Disposed		Common Stock (3152135)	Indirect
2014-10-15	Series B Convertible Preferred Stock	$	C	5148679	Disposed		Common Stock (1716225)	Indirect
2014-10-15	Series C Convertible Preferred Stock	$	C	4855307	Disposed		Common Stock (1618435)	Indirect
2014-10-15	Series D Convertible Preferred Stock	$	C	710186	Disposed		Common Stock (236728)	Indirect
2014-10-15	Series E Convertible Preferred Stock	$	C	346459	Disposed		Common Stock (115486)	Indirect

Footnotes

F1: The shares are held by GC Entrepreneurs Fund V, L.P. ("GC EF V") and General Catalyst Group V, L.P. ("GCG V"). General Catalyst GP V, LLC ("GC V LLC") is the general partner of General Catalyst Partners V, L.P. ("GC V LP"), which is the general partner of GC EF V and GCG V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC V LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

F2: Each of GC EF V and GCG V are the record holders of 140,373 and 6,724,956 shares, respectively.

F3: Each share of Series A, 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 had no expiration date.

F4: Each of GC EF V and GC Group V were the record holders of 193,353 and 9,263,054 shares of Series A Convertible Preferred Stock, respectively.

F5: Each of GC EF V and GC Group V were the record holders of 105,275 and 5,043,404 shares of Series B Convertible Preferred Stock, respectively.

F6: Each of GC EF V and GC Group V were the record holders of 99,276 and 4,756,031 shares of Series C Convertible Preferred Stock, respectively.

F7: Each of GC EF V and GC Group V were the record holders of 14,521 and 695,665 shares of Series D Convertible Preferred Stock, respectively.

F8: Each of GC EF V and GC Group V were the record holders of 7,084 and 339,375 shares of Series E Convertible Preferred Stock, respectively.