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: MATRIX PARTNERS VIII L P (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10838	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (3014396)		Direct
Series C Convertible Preferred Stock	$		Common Stock (1002104)		Direct
Series D Convertible Preferred Stock	$		Common Stock (236207)		Direct
Series E Convertible Preferred Stock	$		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 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.

F2: 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.

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