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^*

Halligan Brian

(Last)

(First)

(Middle)

C/O HUBSPOT, INC., 25 FIRST STREET,

2ND FLOOR

(Street)

CAMBRIDGE

02141

(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)

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

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

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

X	Form filed by One Reporting Person
	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	971,921⁽¹⁾	D
Common Stock	40,000⁽²⁾	D

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)
Stock Option (Right to Buy)	⁽³⁾	03/09/2020	Common Stock	150,398	$1.53	D
Stock Option (Right to Buy)	⁽⁴⁾	05/08/2022	Common Stock	133,333	$5.76	D
Stock Option (Right to Buy)	⁽⁵⁾	05/08/2022	Common Stock	133,333	$5.76	D
Stock Option (Right to Buy)	⁽⁶⁾	01/29/2024	Common Stock	15,000	$16.14	D

Explanation of Responses:

1. These shares were issued pursuant to a Restricted Stock Agreement on June 7, 2007 and are fully vested.

2. These shares were acquired pursuant to a restricted stock unit award under the Company's 2007 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. The restricted stock units vest over four (4) years beginning on January 1, 2014, at a rate of twenty-five percent (25%) after 12 months and in thirty-six (36) equal monthly installments thereafter.

3. This stock option vests over four (4) years beginning on March 9, 2010, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.

4. This stock option vests over four (4) years beginning on April 1, 2012, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.

5. This stock option vests over five (5) years beginning on April 1, 2012, at a rate of twenty-five percent (25%) after 24 months, and in thirty-six (36) equal monthly installments thereafter.

6. This stock option vests over four (4) years beginning on January 1, 2014, at a rate of twenty-five percent (25%) after 12 months, and in thirty-six (36) equal monthly installments thereafter.

Remarks:

Chief Executive Officer and Chairman Exhibit 24.1: Limited Power of Attorney

	/s/ John Kelleher, attorney-in-fact	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.