David J Orfao Form 4 HUBSPOT / David J Orfao ownership change

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

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X

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^*

General Catalyst Group V LP

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2015

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

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

	Form filed by One Reporting Person
X	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	11/06/2015		J(1)		1,681,239	D	$0	3,026,231	D
Common Stock	11/06/2015		J(2)		35,093	D	$0	63,168	D
Common Stock	11/06/2015		J(3)		328,701	A	$0	328,701	D

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

1. Name and Address of Reporting Person^*

General Catalyst Group V LP

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Entrepreneurs Fund V, LP

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst GP V, LLC

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst Partners V, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cutler Joel E

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Orfao David J

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fialkow David P

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 01238

(City) (State) (Zip)

Explanation of Responses:

1. Effective November 6, 2015, General Catalyst Group V, L.P. ("GCG V"), a venture capital partnership, distributed in-kind, without consideration, a total of 1,681,239 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCG V. General Catalyst GP V, LLC ("GP V LLC") is the general partner of General Catalyst Partners V, L.P. ("GP V LP"), which is the general partner of GCG V. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP V LLC and may be deemed to share voting and investment power over the shares held of record by GCG V. Each of GP V LP, GP V LLC, David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or its pecuniary interest therein.

2. Effective November 6, 2015, GC Entrepreneurs Fund V, L.P. ("GCEF V"), a venture capital partnership, distributed in-kind, without consideration, a total of 35,093 shares of Common Stock of the Issuer to its general and limited partners. The remaining securities are held by GCEF V. GP V LLC is the general partner of GP V LP, which is the general partner of GCEF V. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP V LLC and may be deemed to share voting and investment power over the shares held of record by GCEF V. Each of GP V LP, GP V LLC, David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or its pecuniary interest therein.

3. Shares acquired through a distribution in-kind from GCG V and GCEF V by GP V LP. GP V LLC is the general partner of GP V LP. Each of David Fialkow, David Orfao and Joel Cutler is a Managing Director of GP V LLC and may be deemed to share voting and investment power over the shares held of record by GP V LP. Each of GP V LLC, David Fialkow, David Orfao and Joel Cutler disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his or its pecuniary interest therein, if any.

Remarks:

	/s/ Christopher McCain, on behalf of William J. Fitzgerald, Member and COO, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P.	11/06/2015
	/s/ Christopher McCain, on behalf of William J. Fitzgerald, Member and COO, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for GC Entrepreneurs Fund V, L.P.	11/06/2015
	/s/ Christopher McCain, on behalf of William J. Fitzgerald, Member and COO, General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P.	11/06/2015
	/s/ Christopher McCain, on behalf of William J. Fitzgerald, Member and COO, General Catalyst GP V, LLC	11/06/2015
	/s/ Christopher McCain, on behalf of David P. Fialkow	11/06/2015
	/s/ Christopher McCain, on behalf of David J. Orfao	11/06/2015
	/s/ Christopher McCain, on behalf of Joel E. Cutler	11/06/2015
	** Signature of Reporting Person	Date
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