Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BOHN LAWRENCE S
  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)
(Last)
(First)
(Middle)
C/O GENERAL CATALYST PARTNERS,, 20 UNIVERSITY ROAD, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2014
(Street)

CAMBRIDGE, MA 02138
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)

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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 Underlying Securities
(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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOHN LAWRENCE S
C/O GENERAL CATALYST PARTNERS,
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA 02138
  X   X    

Signatures

 /s/ John Kelleher, attorney-in-fact   10/15/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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