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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BOHN LAWRENCE S (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR (Street) CAMBRIDGE MA 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) X 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) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	10/15/2014		C			9,456,407	(3)	(3)	Common Stock	3,152,135	(3)	0	I	See footnote(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 footnote(4)
Series C Convertible Preferred Stock	(3)	10/15/2014		C			4,855,307	(3)	(3)	Common Stock	1,618,435	(3)	0	I	See footnote(4)
Series D Convertible Preferred Stock	(3)	10/15/2014		C			710,186	(3)	(3)	Common Stock	236,728	(3)	0	I	See footnote(4)
Series E Convertible Preferred Stock	(3)	10/15/2014		C			346,459	(3)	(3)	Common Stock	115,486	(3)	0	I	See footnote(4)

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. ("GC Group 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 GC Group V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares held by entities of which it is a general partner and this report shall not be deemed an admission that such general partner is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in such shares. Mr. Bohn 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.

2. (Continued From footnote 1) Mr. Bohn disclaims beneficial ownership of such shares and this report shall not be deemed an admission that Mr. Bohn is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

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. The shares were held by GC EF V and GC Group V. GC V LLC is the general partner of GC V LP, which is the general partner of GC EF V and GC Group V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares held by entities of which it is a general partner and this report shall not be deemed an admission that such general partner is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in such shares. Mr. Bohn 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. Mr. Bohn disclaims beneficial ownership of such shares and this report shall not be deemed an admission that Mr. Bohn is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

Remarks:

	/s/ John Kelleher, attorney-in-fact	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).
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