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: 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
2015-03-23	Common Stock	S	1029799	$35.2425	Disposed	5835530	Indirect

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, GC Entrepreneurs Fund V, L.P. ("GC EF V") and General Catalyst Group V, L.P. ("GCG V") sold 18,310 and 877,168 shares of Common Stock, respectively. 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, GC EF V and GCG V sold 2,746 and 131,575 additional shares of Common Stock, respectively.

F2: GC EF V and GCG V are the record holders of 119,317 and 5,716,213 shares of Common Stock, respectively.

F3: 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 over the shares held by GC EF V and GCG V. 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.