Edgar Filing: HUBSPOT INC

Ownership Submission

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, 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 ^*

Â SC US (TTGP), LTD.

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2014

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

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL,,Â 3000 SAND HILL ROAD, 4-250

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

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

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

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	493,717	I	By Sequoia Capital U.S. Growth Fund IV, L.P. ⁽¹⁾
Common Stock	21,752	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	419,748 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P. ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	18,493 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,537,013 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P. ⁽¹⁾
Series D Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	67,719 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾
Series E Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	42,090 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital U.S. Growth Fund IV, L.P. ⁽¹⁾
Series E Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,854 ⁽³⁾	$ ⁽²⁾	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SC US (TTGP), LTD. C/O SEQUOIA CAPITAL, 3000 SAND HILL ROAD, 4-250 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
SCGF IV MANAGEMENT LP C/O SEQUOIA CAPITAL 3000 SAND HILL ROAD, 4-250 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
SEQUOIA CAPITAL US GROWTH FUND IV LP C/O SEQUOIA CAPITAL 3000 SAND HILL ROAD, 4-250 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP C/O SEQUOIA CAPITAL 3000 SAND HILL ROAD, 4-250 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD.		10/08/2014
^**Signature of Reporting Person		Date
/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P.		10/08/2014
^**Signature of Reporting Person		Date
/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund IV, L.P.		10/08/2014
^**Signature of Reporting Person		Date
/s/ John Kelleher, by power of attorney for James J. Goetz, a Director of SC US (TTGP), LTD., the General Partner of SCGF IV Management, L.P., the General Partner of Sequoia Capital USGF Principals Fund IV, L.P.		10/08/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result, each of SC US TTGP and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(2)	The Series A, D and E Preferred Stock are each convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1-for-3 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date.
(3)	Represents the number of shares of Common Stock issuable upon conversion of the Preferred Stock on the terms specified in footnote 2.
Â Remarks: ExhibitÂ 24.1:Â LimitedÂ PowerÂ ofÂ Attorney

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