HUBSPOT INC — Director's Dealing 2015

Mar 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBSPOT INC (HUBS)
CIK: 0001404655
Period of Report: 2015-03-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-23	Common Stock	S	325244	$35.2425	Disposed	4011347	Direct

Footnotes

F1: Pursuant to an underwriting agreement, dated March 17, 2015 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer, pursuant to the final prospectus dated March 18, 2015, which offering was consummated on March 23, 2015, Matrix Partners VIII, L.P. sold an aggregate of 282,821 shares of Common Stock. On March 18, 2015, the underwriters exercised their option under the Underwriting Agreement to purchase additional shares of Common Stock from the Issuer and the selling stockholders in full. Pursuant to such option to purchase additional shares of Common Stock, Matrix Partners VIII, L.P. sold an aggregate of 42,423 additional shares of Common Stock.

F2: 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.