HUBSPOT INC — Director's Dealing 2014

Oct 8, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26320	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (3152135)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (1716225)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1618435)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (236728)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (115486)		Indirect

Footnotes

F1: Each of GC Entrepreneurs Fund V, L.P. ("GC EF V"), and General Catalyst Group V, L.P. ("GCG V") are the record holders of 538 and 25,782 shares of Common Stock, respectively.

F2: The Series A, 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.

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

F4: Each of GC EF V and GC Group V are 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 are 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 are 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 are 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 are the record holders of 7,084 and 339,375 shares of Series E Convertible Preferred Stock, respectively.

F9: 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.