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HUBSPOT INC Director's Dealing 2014

Oct 8, 2014

30177_dirs_2014-10-08_78fe26b5-2a50-4858-9a87-49162379a9a3.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HUBSPOT INC (HUBS)
CIK: 0001404655
Period of Report: 2014-10-08

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SCGF IV MANAGEMENT LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL US GROWTH FUND IV LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 493717 Indirect
Common Stock 21752 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series A Convertible Preferred Stock $ Common Stock (419748) Indirect
Series A Convertible Preferred Stock $ Common Stock (18493) Indirect
Series D Convertible Preferred Stock $ Common Stock (1537013) Indirect
Series D Convertible Preferred Stock $ Common Stock (67719) Indirect
Series E Convertible Preferred Stock $ Common Stock (42090) Indirect
Series E Convertible Preferred Stock $ Common Stock (1854) Indirect

Footnotes

F1: SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result, each of SC US TTGP and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: The Series A, 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.

F3: Represents the number of shares of Common Stock issuable upon conversion of the Preferred Stock on the terms specified in footnote 2.