HUBSPOT INC — Major Shareholding Notification 2015

Feb 18, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
OMB Number: 3235-0145
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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Hubspot, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

443573100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 443573100

| 1. | Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Matrix
Partners VIII, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ¨ (b) x 1 | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, USA | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 4,336,591 2 |
| | 6. | Shared Voting Power |
| | 7. | Sole Dispositive Power 4,336,591 2 |
| | 8. | Shared Dispositive Power |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,336,591 2 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 13.8% 3 | |
| 12. | Type of Reporting Person (See
Instructions) PN | |

1 This Schedule 13G is filed by Matrix Partners VIII, L.P. (“Matrix VIII”); Matrix VIII US Management Co., L.L.C. (“Matrix VIII US MC”), the general partner of Matrix VIII; and David Skok (“Mr. Skok”), Managing Member of Matrix VIII US MC (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

2 Represents 4,336,591 shares held directly by Matrix VIII (the “Matrix VIII Shares”). Matrix VIII US MC is the general partner of Matrix VIII, and Mr. Skok is a managing member of Matrix VIII US MC. Mr. Skok has sole voting and dispositive power with respect to Matrix VIII Shares. The Reporting Persons disclaim beneficial ownership of the Matrix VIII Shares, except to the extent of their respective pecuniary interests therein.

3 This percentage is calculated based upon 31,390,213 shares of the Issuer’s common stock outstanding as of October 31, 2014.

CUSIP No. 443573100

| 1. | Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Matrix
VIII US Management Co., L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ¨ (b) x 4 | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware, USA | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 4,338,979 5 |
| | 6. | Shared Voting Power |
| | 7. | Sole Dispositive Power 4,338,979 5 |
| | 8. | Shared Dispositive Power |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,338,979 5 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 13.8% 6 | |
| 12. | Type of Reporting Person (See
Instructions) OO | |

4 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

5 Represents the Matrix VIII Shares and 2,388 shares held directly by Weston & Co. VIII LLC as nominee for Matrix VIII US MC, which is the beneficial owner of such shares (the “Matrix VIII US MC Shares”). Matrix VIII US MC is the general partner of Matrix VIII, and Mr. Skok is a managing member of Matrix VIII US MC. Mr. Skok has sole voting and dispositive power with respect to the Matrix VIII Shares and the Matrix VIII US MC Shares. The Reporting Persons disclaim beneficial ownership of the Matrix VIII Shares and the Matrix VIII US MC Shares, except to the extent of their respective pecuniary interests therein.

6 This percentage is calculated based upon 31,390,213 shares of the Issuer’s common stock outstanding as of October 31, 2014.

CUSIP No. 443573100

| 1. | Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David
Skok | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) ¨ (b) x 7 | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Ireland | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 4,339,379 8 |
| | 6. | Shared Voting Power |
| | 7. | Sole Dispositive Power 4,339,379 8 |
| | 8. | Shared Dispositive Power |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,339,379 8 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount
in Row (9) 13.8% 9 | |
| 12. | Type of Reporting Person (See
Instructions) IN | |

7 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

8 Represents the Matrix VIII Shares, the Matrix VIII US MC Shares and 400 shares of common stock held directly by Mr. Skok. Matrix VIII US MC is the general partner of Matrix VIII, and Mr. Skok is a managing member of Matrix VIII US MC. Mr. Skok has sole voting and dispositive power with respect to the Matrix VIII Shares, the Matrix VIII US MC Shares and the shares he holds directly. The Reporting Person disclaims beneficial ownership of the Matrix VIII Shares and the Matrix VIII US MC Shares, except to the extent of his pecuniary interest therein.

9 This percentage is calculated based upon 31,390,213 shares of the Issuer’s common stock outstanding as of October 31, 2014.

Item 1.	(a)	Name of Issuer Hubspot, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 25 First Street, 2 nd Floor, Cambridge, MA 02142
Item 2.
	(a)	Name of Person Filing Matrix Partners VIII, L.P. (“Matrix VIII”) Matrix VIII
US Management Co., L.L.C (“Matrix VIII US MC”) David Skok (“Mr. Skok”)
	(b)	Address of Principal Business Office or, if none, Residence c/o Matrix Partners, 101 Main Street, 17 th Floor, Cambridge, MA 02142
	(c)	Citizenship Matrix VIII: Delaware limited partnership Matrix VIII US MC:
Delaware limited liability company Mr. Skok: Ireland
	(d)	Title of Class of Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 443573100
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
	(a)	Amount beneficially owned: As of December 31, 2014: Matrix VIII was the record holder of 4,336,591 shares of Common Stock (the “Matrix VIII Shares”), Matrix VIII US MC was the
record holder of 2,388 shares of Common Stock (the “Matrix VIII US MC Shares”), and Mr. Skok was the record holder of 400 shares of Common Stock . Matrix VIII US MC, as the general partner of Matrix VIII, has sole voting and dispositive power over the Matrix VIII Shares.
Mr. Skok, as managing member of Matrix VIII US MC, as General Partner of Matrix VIII, has sole voting and dispositive power over the Matrix VIII Shares, the Matrix VIII US MC Shares and the shares he holds directly.
	(b)	Percent of class: Matrix VIII: 13.8% Matrix VIII US MC: 13.8% Mr. Skok: 13.8%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote Matrix VIII: 4,336,591 Matrix VIII US MC: 4,338,979 Mr. Skok: 4,339,379
		(ii)	Shared power to vote or to direct the vote
		(iii)	Sole power to dispose or to direct the disposition of Matrix VIII: 4,336,591 Matrix VIII US MC: 4,338,979 Mr. Skok: 4,339,379
		(iv)	Shared power to dispose or to direct the disposition of
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ¨ .
Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
Item 8.	Identification and Classification of Members of the Group
Each of the Reporting Persons Expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).
Item 9.	Notice of Dissolution of Group
Not Applicable
Item 10.	Certification
Not Applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 17, 2015
Date
MATRIX PARTNERS VIII, L.P.
By: Matrix VIII US Management Co., L.L.C., its general partner
/s/ David Skok
By: David Skok, Authorized Member
MATRIX VIII US MANAGEMENT CO., L.L.C.
/s/ David Skok
By: David Skok, Authorized Member
/s/ David Skok
David Skok

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

MATRIX PARTNERS VIII, L.P.
By:	Matrix VIII US Management Co., L.L.C., a Delaware limited liability company and general partner of Matrix
Partners VIII, L.P.
By:	/s/ David Skok
	David Skok, Authorized Member

MATRIX VIII US MANAGEMENT CO., L.L.C.

By:
David Skok, Authorized Member
/s/ David Skok
David Skok