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HUBSPOT INC — Major Shareholding Notification 2016
Feb 12, 2016
30177_mrq_2016-02-12_d99c39a7-df4d-473b-8a40-80a88bf0f687.zip
Major Shareholding Notification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W ASHINGTON , D.C. 20549
SCHEDULE 13G
U NDER THE S ECURITIES E XCHANGE A CT OF 1934
(Amendment No. 1)*
HubSpot, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
443573 10 0
(CUSIP Number)
12/31/15
(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 persons 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. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Scale Venture Partners III, LP 26-3770726 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 98,860 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 98,860 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (1) | |
| 12. | Type of Reporting Person (See
Instructions) PN | |
(1) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the Securities and Exchange Commission (SEC) on November 4, 2015.
Page 2 of 11 pages
CUSIP No. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Scale Venture Management III, LLC 26-3770630 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 98,860 (1) |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 98,860 (1) |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 (1) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (2) | |
| 12. | Type of Reporting Person (See
Instructions) CO | |
(1) Shares are held by Scale Venture Partners III, LP. Scale Venture Management III, LLC is the general partner of Scale Venture Partners III, LP.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
Page 3 of 11 pages
CUSIP No. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Kate Mitchell | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization US | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 98,860 (1) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 98,860 (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 (1) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (2) | |
| 12. | Type of Reporting Person (See
Instructions) IN | |
(1) Shares are held by Scale Venture Partners III, LP. Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Venture Management III, LLC, the general partner of Scale Venture Partners III, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of her proportionate pecuniary interests therein.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
Page 4 of 11 pages
CUSIP No. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Rory ODriscoll | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization US | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 98,860 (1) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 98,860 (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 (1) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (2) | |
| 12. | Type of Reporting Person (See
Instructions) IN | |
(1) Shares are held by Scale Venture Partners III, LP. Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Venture Management III, LLC, the general partner of Scale Venture Partners III, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
Page 5 of 11 pages
CUSIP No. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Stacey Bishop | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization US | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 98,860 (1) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 98,860 (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 (1) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (2) | |
| 12. | Type of Reporting Person (See
Instructions) IN | |
(1) Shares are held by Scale Venture Partners III, LP. Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Venture Management III, LLC, the general partner of Scale Venture Partners III, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of her proportionate pecuniary interests therein.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
Page 6 of 11 pages
CUSIP No. 443573 10 0
| 1. | Name of
Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only) Andrew Vitus | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member
of a Group (See Instructions) (a) (b) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of
Organization US | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 98,860 (1) |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 98,860 (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 98,860 (1) | |
| 10. | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) | |
| 11. | Percent of Class Represented by Amount
in Row (9) 0.3% (2) | |
| 12. | Type of Reporting Person (See
Instructions) IN | |
(1) Shares are held by Scale Venture Partners III, LP. Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Venture Management III, LLC, the general partner of Scale Venture Partners III, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
Page 7 of 11 pages
Item 1.
(a) Name of Issuer
HubSpot, Inc.
(b) Address of Issuers Principal Executive Offices
25 First Street, 2 nd Floor
Cambridge, MA 02141
Item 2.
(a) Name of Person Filing
Scale Venture Partners III, LP; Scale Venture Management III, LLC; Kate Mitchell; Rory O Driscoll; Stacey Bishop; and Andrew Vitus
(b) Address of Principal Business Office or, if none, Residence
Scale Venture Partners III, LP: 950 Tower Lane, Suite 700, Foster City, CA 94404
Scale Venture Management III, LLC: 950 Tower Lane, Suite 700, Foster City, CA 94404
Kate Mitchell: 950 Tower Lane, Suite 700, Foster City, CA 94404
Rory ODriscoll: 950 Tower Lane, Suite 700, Foster City, CA 94404
Stacey Bishop: 950 Tower Lane, Suite 700, Foster City, CA 94404
Andrew Vitus: 950 Tower Lane, Suite 700, Foster City, CA 94404
(c) Citizenship
Scale Venture Partners III, LP is organized in Delaware and Scale Venture Management III, LLC is organized in Delaware. Each of Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are US citizens.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
443573 10 0
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:
Not applicable
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:
| Scale Venture Partners III, LP | 98,860 | (1) |
|---|---|---|
| Scale Venture Management III, LLC | 98,860 | (1) |
| Kate Mitchell | 98,860 | (1) |
| Rory ODriscoll | 98,860 | (1) |
| Stacey Bishop | 98,860 | (1) |
| Andrew Vitus | 98,860 | (1) |
Page 8 of 11 pages
(b) Percent of Class:
| Scale Venture Partners III, LP | 0.3 | %(2) |
|---|---|---|
| Scale Venture Management III, LLC | 0.3 | %(2) |
| Kate Mitchell | 0.3 | %(2) |
| Rory ODriscoll | 0.3 | %(2) |
| Stacey Bishop | 0.3 | %(2) |
| Andrew Vitus | 0.3 | %(2) |
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
| Scale Venture Partners III, LP | 98,860 | (1) |
|---|---|---|
| Scale Venture Management III, LLC | 98,860 | (1) |
(ii) Shared power to vote or to direct the vote:
| Kate Mitchell | 98,860 | (1) |
|---|---|---|
| Rory ODriscoll | 98,860 | (1) |
| Stacey Bishop | 98,860 | (1) |
| Andrew Vitus | 98,860 | (1) |
(iii) Sole power to dispose or to direct the disposition of:
| Scale Venture Partners III, LP | 98,860 | (1) |
|---|---|---|
| Scale Venture Management III, LLC | 98,860 | (1) |
(iv) Shared power to dispose or to direct the disposition of:
| Kate Mitchell | 98,860 | (1) |
|---|---|---|
| Rory ODriscoll | 98,860 | (1) |
| Stacey Bishop | 98,860 | (1) |
| Andrew Vitus | 98,860 | (1) |
(1) Shares are held by Scale Venture Partners III, LP. Scale Venture Management III, LLC is the General Partner of Scale Venture Partners III, LP. Kate Mitchell, Rory ODriscoll, Stacey Bishop and Andrew Vitus are the Managing Members of Scale Venture Management III, LLC, the general partner of Scale Venture Partners III, LP.
(2) This percentage set forth on the cover sheets are calculated based upon 34,096,613 shares of Common Stock reported to be outstanding as of October 31, 2015 as set forth in the Issuers Form 10-Q for period ended September 30, 2015 as filed with the SEC on November 4, 2015.
ITEM 5. Ownership of 5 Percent or Less of a Class
ITEM 6. 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 5 percent of the class of securities, check the following x .
ITEM 7. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Page 9 of 11 pages
ITEM 8. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
ITEM 9. Identification and Classification of Members of the Group
Not Applicable
ITEM 10. Notice of Dissolution of a Group
Not Applicable
ITEM 11. Certification
Not applicable
Page 10 of 11 pages
[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.
Dated: February 11, 2016
| SCALE VENTURE PARTNERS III, LP — By: | Scale Venture Management III, LLC, its General
Partner | SCALE VENTURE MANAGEMENT III, LLC | |
| --- | --- | --- | --- |
| By: | /s/ Kate Mitchell | By: | /s/ Kate Mitchell |
| | Name: Kate Mitchell | | Name: Kate Mitchell |
| | Title: Managing Member | | Title: Managing Member |
| By: | /s/ Rory ODriscoll | By: | /s/ Kate Mitchell |
| | Name: Rory ODriscoll | | Name: Kate Mitchell |
| By: | /s/ Stacey Bishop | By: | /s/ Andrew Vitus |
| | Name: Stacey Bishop | | Name: Andrew Vitus |
EXHIBITS
A: Joint Filing Agreement
Page 11 of 11 pages