HUBSPOT INC — Director's Dealing 2016

May 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBSPOT INC (HUBS)
CIK: 0001404655
Period of Report: 2016-05-23

Reporting Person: SKOK DAVID R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock	J	750000	$0.00	Disposed	761347	Indirect
2016-05-23	Common Stock	J	413	$0.00	Disposed	421	Indirect
2016-05-23	Common Stock	J	413	$0.00	Acquired	2757	Indirect
2016-05-23	Common Stock	J	3406	$0.00	Acquired	6163	Indirect
2016-05-23	Common Stock	J	406	$0.00	Disposed	5757	Indirect
2016-05-23	Common Stock	J	15445	$0.00	Acquired	26450	Direct

Footnotes

F1: Represents a pro-rata distribution by Matrix Partners VIII, L.P., without consideration, to its partners.

F2: Mr. Skok is a Managing Member of Matrix VIII U.S. Management, Co., L.L.C., which is the general partner of Matrix Partners VIII, L.P. and the beneficial owner of the shares reported herein as being held of record by Weston & Co. VIII, LLC. Mr. Skok, by virtue of his management position in Matrix VIII U.S. Management Co., L.L.C., 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.

F3: Re-registration of shares by Weston & Co. VIII, LLC, without consideration, in the name of Matrix VIII U.S. Management Co., L.L.C., the beneficial owner of those shares.

F4: Represents the shares received in connection with the pro-rata distribution by Matrix Partners VIII, L.P., without consideration to its partners.

F5: Represents a pro-rata distribution by Matrix VIII US Management Co., LLC, without consideration, to its members.

F6: Represents the shares received in connection with the pro rata distributions by Matrix Partners VIII, L.P. and Matrix VIII U.S. Management, Co., L.L.C., each without consideration, as described in this Form 4.