Sec Form 4 Filing - Madeley Hunter @ HUBSPOT INC - 2015-06-02

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 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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1. Name and Address of Reporting Person Madeley Hunter 2. Issuer Name and Ticker or Trading Symbol HUBSPOT INC [ HUBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Global Sales (Last) (First) (Middle) C/O HUBSPOT, INC., 25 FIRST STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2015 (Street) CAMBRIDGE, MA02141 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/02/2015 S( 1 ) 200 D $ 46.55 ( 2 ) 137,365 D Common Stock 06/02/2015 S( 1 ) 3,500 D $ 48.14 ( 3 ) 133,865 D Common Stock 06/02/2015 S( 1 ) 5,300 D $ 48.56 ( 4 ) 128,565 D Common Stock 08/12/2015 S( 5 ) 500 D $ 47.11 128,065 D Common Stock 04/01/2016 F( 6 ) 970 D $ 43.15 127,095 D Common Stock 04/04/2016 S( 7 ) 800 D $ 42.2 126,295 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. Con version or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madeley Hunter C/O HUBSPOT, INC. 25 FIRST STREET, 2ND FLOOR CAMBRIDGE, MA02141 SVP, Global Sales Signatures /s/ John Kelleher, attorney in fact 04/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a written trading plan adopted by the Reporting Person in accordance with Rule 10b5-1, and the shares were omitted from the Form 4s previously filed by the Reporting Person on June 3, 2015, June 17, 2015, July 2, 2015, July 15, 2015, August 5, 2015, September 2, 2015, September 15, 2015, October 5, 2015, October 13, 2015, November 4, 2015, November 16, 2015, December 2, 2015, December 16, 2015, January 6, 2016, February 2, 2016, February 4, 2016 and March 3, 2016. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.33 to $46.77, inclusive. The reporting person undertakes to provide to HubSpot, Inc., any security holder of HubSpot, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.34 to $48.335, inclusive. The reporting person undertakes to provide to HubSpot, Inc., any security holder of HubSpot, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.34 to $48.885, inclusive. The reporting person undertakes to provide to HubSpot, Inc., any security holder of HubSpot, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 5 )This transaction was effected pursuant to a written trading plan adopted by the Reporting Person in accordance with Rule 10b5-1, and the shares were omitted from the Form 4s previously filed by the Reporting Person on September 2, 2015, September 15, 2015, October 5, 2015, October 13, 2015, November 4, 2015, November 16, 2015, December 2, 2015, December 16, 2015, January 6, 2016, February 2, 2016, February 4, 2016 and March 3, 2016. ( 6 )Shares withheld by Issuer to cover taxes associated with settlement of restricted stock units. ( 7 )The transactions reported on this Form 4 were effected pursuant to a written trading plan adopted by the Reporting Person in accordance with Rule 10b5-1.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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