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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

General Catalyst GP V, LLC

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS,

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2014		C		6,839,009	A	⁽³⁾	6,865,329	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽³⁾	10/15/2014		C			9,456,407	⁽³⁾	⁽³⁾	Common Stock	3,152,135	⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽³⁾	10/15/2014		C			5,148,679	⁽³⁾	⁽³⁾	Common Stock	1,716,225	⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽³⁾	10/15/2014		C			4,855,307	⁽³⁾	⁽³⁾	Common Stock	1,618,435	⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽³⁾	10/15/2014		C			710,186	⁽³⁾	⁽³⁾	Common Stock	236,728	⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽³⁾	10/15/2014		C			346,459	⁽³⁾	⁽³⁾	Common Stock	115,486	⁽³⁾	0	I	See footnotes⁽¹⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

General Catalyst GP V, LLC

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS,

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fialkow David P

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Orfao David J

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cutler Joel E

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

General Catalyst Partners V, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GC Entrepreneurs Fund V, LP

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

General Catalyst Group V LP

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held by GC Entrepreneurs Fund V, L.P. ("GC EF V") and General Catalyst Group V, L.P. ("GCG V"). 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 of the shares held by the funds. 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.

2. Each of GC EF V and GCG V are the record holders of 140,373 and 6,724,956 shares, respectively.

3. Each share of Series A, B, C, D and E Convertible Preferred Stock automatically converted into 0.333 of a share of Common Stock upon the the closing of the Issuer's initial public offering and had no expiration date.

4. Each of GC EF V and GC Group V were the record holders of 193,353 and 9,263,054 shares of Series A Convertible Preferred Stock, respectively.

5. Each of GC EF V and GC Group V were the record holders of 105,275 and 5,043,404 shares of Series B Convertible Preferred Stock, respectively.

6. Each of GC EF V and GC Group V were the record holders of 99,276 and 4,756,031 shares of Series C Convertible Preferred Stock, respectively.

7. Each of GC EF V and GC Group V were the record holders of 14,521 and 695,665 shares of Series D Convertible Preferred Stock, respectively.

8. Each of GC EF V and GC Group V were the record holders of 7,084 and 339,375 shares of Series E Convertible Preferred Stock, respectively.

Remarks:

	/s/ Christopher McCain, attorney-in-fact for David Fialkow	10/15/2014
	/s/ Christopher McCain, attorney-in-fact for David Orfao	10/15/2014
	/s/ Christopher McCain, attorney-in-fact for Joel Cutler	10/15/2014
	GENERAL CATALYST GP V, LLC, /s/ Christopher McCain, General Counsel	10/15/2014
	GENERAL CATALYST PARTNERS V, L.P., By: General Catalyst GP V, LLC, Its General Partner, /s/ Christopher McCain, General Counsel	10/15/2014
	GC ENTREPRENEURS FUND V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner, /s/ Christopher McCain, General Counsel	10/15/2014
	GENERAL CATALYST GROUP V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner, /s/ Christopher McCain, General Counsel	10/15/2014
	** 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 4 (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).
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