CORRESP

0001193125-14-364478.txt : 20141106 0001193125-14-364478.hdr.sgml : 20141106 20141006145459 ACCESSION NUMBER: 0001193125-14-364478 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUBSPOT INC CENTRAL INDEX KEY: 0001404655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 25 FIRST STREET STREET 2: 2ND FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: (888) 482-7768 MAIL ADDRESS: STREET 1: 25 FIRST STREET STREET 2: 2ND FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02141 CORRESP 1 filename1.htm CORRESP

VIA EDGAR

October 6, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention: Barbara C. Jacobs

Re:

HubSpot, Inc.

Acceleration Request for Registration Statement on Form S-1, as amended

File No. 333-198333

Dear Ms. Jacobs:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), HubSpot, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 8, 2014, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Joseph C. Theis, Jr. at (617) 570-1928. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Joseph C. Theis, Jr. at (617) 570-1928, by facsimile to (617) 801-8864.

In connection with the foregoing, the Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Under separate cover, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date.

If you have any questions regarding this request, please contact Joseph C. Theis, Jr. of Goodwin Procter LLP at (617) 570-1928.

Sincerely,

HUBSPOT, INC.

/s/ Brian Halligan

Brian Halligan

Chief Executive Officer

cc:	John Kelleher, HubSpot, Inc.

Mark T. Bettencourt, Goodwin Procter LLP

Joseph C. Theis, Jr., Goodwin Procter LLP