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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL,

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2014

3. Issuer Name and Ticker or Trading Symbol
HUBSPOT INC [ HUBS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	493,717	I	By Sequoia Capital U.S. Growth Fund IV, L.P.⁽¹⁾
Common Stock	21,752	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	419,748⁽³⁾	⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	18,493⁽³⁾	⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,537,013⁽³⁾	⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	67,719⁽³⁾	⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	42,090⁽³⁾	⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,854⁽³⁾	⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL,

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGF IV MANAGEMENT LP

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result, each of SC US TTGP and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. The Series A, D and E Preferred Stock are each convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1-for-3 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date.

3. Represents the number of shares of Common Stock issuable upon conversion of the Preferred Stock on the terms specified in footnote 2.

Remarks:

Exhibit 24.1: Limited Power of Attorney

	/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD.	10/08/2014
	/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P.	10/08/2014
	/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund IV, L.P.	10/08/2014
	/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund IV, L.P.	10/08/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                           LIMITED POWER OF ATTORNEY


    The undersigned hereby constitutes and appoints each of John Kelleher and
John Kinzer signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

    (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of HubSpot, Inc. (the "Company"), from
time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents, to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

    (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s)
with the SEC and any securities exchange, national association or similar
authority; and

    (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact, acting singly,
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in- fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorney in fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney- in fact.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of October 6, 2014.




    /s/ James J. Goetz
--------------------------------------------------
Name: James J. Goetz
Title: Director of SC US (TTGP), LTD.

    /s/ James J. Goetz
--------------------------------------------------
Name: James J. Goetz
Title: Director of SC US (TTGP), LTD., the General Partner of SCGF IV
Management, L.P.

    /s/ James J. Goetz
--------------------------------------------------
Name: James J. Goetz
Title: Director of SC US (TTGP), LTD., the General Partner of SCGF IV
Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund IV,
L.P.

    /s/ James J. Goetz
---------------------------------------------------
Name: James J. Goetz
Title: Director of SC US (TTGP), LTD., the General Partner of SCGF IV
Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund
IV, L.P.